Filing Details
- Accession Number:
- 0001104659-21-041170
- Form Type:
- 13D Filing
- Publication Date:
- 2021-03-25 06:46:14
- Filed By:
- Hm Treasury
- Company:
- Natwest Group Plc (NYSE:NWG)
- Filing Date:
- 2021-03-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
NatWest Group plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G76891111
(CUSIP Number)
Peter King
1 Horse Guards Road
London
SW1A 2HQ
(+44) 20 7270 5666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 2021
(Date of Event Which Requires Filing of this Statement)
HM Treasury;
UK Government Investments Ltd
Names of Reporting Persons
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
Explanatory note : In lieu of providing the information called for by Schedule 13D, Her Majesty's Treasury is furnishing a copy of “TR-1: Notification of Major Interest in Shares”, which is the standard form for any notification required to be delivered under the UK Disclosure Guidance and Transparency Rules to (among others) an issuer whose shares are admitted to trading on a UK regulated market (and to the UK Financial Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. This modified Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter dated December 10, 2008.
| TR-1: Standard form for notification of major holdings |
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | NatWest Group plc | ||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | |||
| Non-UK issuer | |||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | |||
| An acquisition or disposal of voting rights | |||
| An acquisition or disposal of financial instruments | |||
| An event changing the breakdown of voting rights | X | ||
| Other (please specify)iii: | |||
| 3. Details of person subject to the notification obligationiv | |||
| Name | The Commissioners of Her Majesty’s Treasury | ||
| City and country of registered office (if applicable) | London, England | ||
| 4. Full name of shareholder(s) (if different from 3.)v | |||
| Name | The Solicitor for the Affairs of Her Majesty’s Treasury | ||
| City and country of registered office (if applicable) | London, England | ||
| 5. Date on which the threshold was crossed or reachedvi: | 23 March 2021 | ||
| 6. Date on which issuer notified (DD/MM/YYYY): | 24 March 2021 | ||
| 7. Total positions of person(s) subject to the notification obligation | |||
| %
of voting rights attached to shares (total of 8. A) | %
of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total
of both in % (8.A + 8.B) | Total
number of voting rights of issuervii | |
Resulting situation on the date on which threshold was crossed or reached | 59.76% (which is an increase from the previous notification due to 590,730,325 Ordinary Shares of £1 each being cancelled / held in treasury by NatWest Group plc on 23 March 2021 following settlement of the off-market purchase of such Ordinary Shares on 19 March 2021) | 59.76% (which is an increase from the previous notification due to 590,730,325 Ordinary Shares of £1 each being cancelled / held in treasury by NatWest Group plc on 23 March 2021 following settlement of the off-market purchase of such Ordinary Shares on 19 March 2021) | 46,306,941,708 | |
| Position of previous notification (if applicable) | 56.86% | 56.86% |
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| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
| A: Voting rights attached to shares |
Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | ||
| Direct | Indirect | Direct | Indirect | |
| (Art 9 of Directive | (Art 10 of Directive | (Art 9 of Directive | (Art 10 of Directive | |
| 2004/109/EC) (DTR5.1) | 2004/109/EC) | 2004/109/EC) (DTR5.1) | 2004/109/EC) | |
| (DTR5.2.1) | (DTR5.2.1) | |||
| Ordinary
Shares of £1 each GB00B7T77214 | 27,675,012,776 | 59.76% (which is an increase from the previous notification due to 590,730,325 Ordinary Shares of £1 each being cancelled / held in treasury by NatWest Group plc on 23 March 2021 following settlement of the off-market purchase of such Ordinary Shares on 19 March 2021) | ||
| SUBTOTAL 8. A | 27,675,012,776 | 59.76% (which is an increase from the previous notification due to 590,730,325 Ordinary Shares of £1 each being cancelled / held in treasury by NatWest Group plc on 23 March 2021 following settlement of the off-market purchase of such Ordinary Shares on 19 March 2021) | ||
2
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | ||||
| Type
of financial instrument | Expiration
datex | Exercise/
Conversion Periodxi | Number
of voting rights that may be acquired if the instrument is exercised/ converted. | % of voting rights |
|
| ||||
| ||||
| ||||
| SUBTOTAL 8.B 1 | ||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
| Type
of financial instrument | Expiration
datex | Exercise/
Conversion Period xi | Physical
or cash settlementxii | Number of voting rights | % of voting rights |
| |||||
| |||||
| |||||
| SUBTOTAL 8.B.2 |
| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | |
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X |
| Namexv | %
of voting rights if it equals or is higher than the notifiable threshold | %
of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total
of both if it equals or is higher than the notifiable threshold |
| UK Government Investments Limited, a company wholly-owned by Her Majesty's Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain management arrangements agreed with Her Majesty's Treasury). |
| The Solicitor for the Affairs of Her Majesty's Treasury is acting as nominee for Her Majesty's Treasury. |
| The Commissioners of Her Majesty's Treasury | 59.76% | 59.76% | |
| |||
| |||
|
3
| 10. In case of proxy voting, please identify: | |
| Name of the proxy holder | |
| The number and % of voting rights held | |
| The date until which the voting rights will be held | |
| 11. Additional informationxvi |
The Solicitor for the Affairs of Her Majesty's Treasury is acting as nominee for Her Majesty's Treasury.
The percentage of voting rights held, as shown on this form (59.76%), represents voting rights held in NatWest Group plc (NWG) following the settlement on 23 March 2021 of NWG’s off-market purchase of 590,730,325 ordinary shares of £1 each (“Ordinary Shares”) from Her Majesty’s Treasury on 19 March 2021. On 23 March 2021, NWG cancelled 390,730,325 of the purchased Ordinary Shares (and holds the remaining 200,000,000 Ordinary Shares in treasury) which has resulted in the percentage of voting rights held by Her Majesty’s Treasury in NWG to increase to 59.76% (from 56.86% on 19 March 2021). |
| Place of completion | London, England |
| Date of completion | 24 March 2021 |
Legal Entity Identifier: 2138005O9XJIJN4JPN90
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 25, 2021
| Her Majesty’s Treasury, a department of Her Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland | |||
| By: | /s/ Jonathan Edwards | ||
| Name: | Jonathan Edwards | ||
| Title: | Deputy Director, Banking Assets and Resolution Strategy | ||
| UK Government Investments Ltd | |||
| By: | /s/ Robert Razzell | ||
| Name: | Robert Razzell | ||
| Title: | Chief Financial Officer, UKGI | ||