NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES (OR for the account or benefit of, U.S. Persons), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

31 May 2024

UK Government Investments Limited ("UKGI")

Disposal of Shares in NatWest Group plc for £1.24bn

UKGI announces the completion of the disposal of part of His Majesty's Treasury's ("HM Treasury") shareholding in NatWest Group plc (the "Company"). The disposal was effected by way of an off-market purchase (the "Off-Market Purchase") by the Company of 392,448,233 ordinary shares in the Company (the "Shares"), pursuant to a contract between the Company and HM Treasury signed on 7 February 2019, amended on 17 November 2022 and 7 May 2024 and most recently reapproved by the Company's shareholders at its Annual General Meeting on 23 April 2024 (the "Directed Buyback Contract").

The price paid by the Company for each Share was, in accordance with the Directed Buyback Contract, 316.2 pence, being the price at the close of trading on 30 May 2024 on the main market for listed securities of London Stock Exchange plc. The total consideration for the Off-Market Purchase will be £1,240,921,313.

As a result of the Off-Market Purchase, HM Treasury's percentage of voting rights in the Company will fall from approximately 25.98% to approximately 22.50%¹, following cancellation by the Company of most of the purchased Shares and retention of the remainder in treasury².  HM Treasury's percentage of voting rights may increase if Shares are purchased by the Company under its ongoing share buyback programme.  Any such increases will be offset (in whole or in part) by any sale of Shares by HM Treasury under the trading plan announced on 22 July 2021 and most recently extended on 3 April 2023 (the "Trading Plan"). The Trading Plan has not been paused in connection with the Off-Market Purchase. 

Settlement of the Off-Market Purchase will occur on 4 June 2024.

Goldman Sachs International is acting as Privatisation Adviser. Freshfields Bruckhaus Deringer LLP is acting as legal counsel to UKGI in respect of English and US law. The Trading Plan is managed by Morgan Stanley & Co. International plc.

Contacts:

HM Treasury Press Office: +44 20 7270 5238

Notes:

1.     This number is based on Total Voting Rights as of 30 April 2024 and reflects sales executed under the Trading Plan up to the time of this announcement, including transactions that may not have settled.

2.     The Company intends to cancel 222,448,233 of the purchased Shares and hold the remaining 170,000,000 Shares in treasury.

The Panel on Takeovers and Mergers has confirmed that any increases in HM Treasury's percentage of voting rights as a result of share buybacks by the Company will not carry any consequences under Rule 9 of the City Code on Takeovers and Mergers.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful.  The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.  There shall be no public offering of securities in the United States.