6-K 1 natwestgroupplc-marchbatc.htm BATCH FILING natwestgroupplc-marchbatc
 
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of March 2022
 
Commission File Number: 001-10306
 
NatWest Group plc
 
RBS, Gogarburn, PO Box 1000
Edinburgh EH12 1HQ
 
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F X Form 40-F ___
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_________
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_________
 
 
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes ___ No X
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
 
 
 
 
The following information was issued as Company announcements in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K: 
 
 
 
 
Exhibit No. 1
Director/PDMR Shareholding dated 9 March 2022
Exhibit No. 2
NWG -Morgan Stanley European Financials Conference dated 15 March 2022
Exhibit No. 3
Notice of Redemption dated 16 March 2022
Exhibit No. 4
Director/PDMR Shareholding dated 21 March 2022
Exhibit No. 5
Total Voting Rights and Capital dated 30 March 2022
Exhibit No. 6
TR-1: Notification of major holdings dated 30 March 2022
Exhibit No. 7
Total Voting Rights dated 31 March 2022
 
 
 
 
Exhibit No. 1
 
 
9 March 2022
NatWest Group plc
 
  
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION
 
 
1.   NatWest Group plc (the Company) announces that conditional long term incentive (LTI) awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) have been granted on 7 March 2022 under the NatWest Group plc 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-
 
Name of PDMR
Position of PDMR
Award
Maximum no. of
Shares eligible to vest
 
Robert Begbie
CEO, NatWest Markets
LTI
413,074
Peter Flavel
CEO, Wealth Businesses
LTI
374,348
Bruce Fletcher
Chief Risk Officer, NatWest Group
LTI
490,525
David Lindberg
CEO, Retail Banking
LTI
567,976
Andrew McLaughlin
CEO, RBS International
LTI
361,440
Simon McNamara
Chief Administrative Officer
LTI
516,342
 Katie Murray
Chief Financial Officer
LTI
580,885
Alison Rose
Chief Executive Officer
LTI
877,781
John-Paul Thwaite
CEO, Commercial Banking
LTI
410,492
Jen Tippin
Chief People & Transformation Officer
LTI
722,879
 
The price per Share used on the grant of the above LTI awards was £1.8205. The price is discounted to reflect the absence of dividend equivalents during the deferral period.
 
The LTI awards were determined with reference to the performance of the relevant PDMRs against pre-determined performance targets. A pre-vest performance assessment will take place for the LTI awards at the end of three years. Subject to this, LTI awards will be eligible to vest between 2025 and 2029. 
 
Malus provisions will apply to LTI awards up until vesting and clawback provisions will apply for a period of seven years from the date of grant.  Such period can be extended to ten years in certain circumstances. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period. 
  
2. The Company announces that LTI awards and conditional deferred awards (Deferred Awards), including buy-outs, over Shares vested on 7 March 2022 to the PDMRs set out below. The awards were granted under the Plan between March 2017 and November 2020. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-
 
 
Name of PDMR
Position of PDMR
Award
No. of Shares vested
No. of Shares withheld to satisfy associated tax liability
 
No. of vested Shares retained
 
Robert Begbie
 
CEO, NatWest Markets
 
LTI
 
 
26,034
 
12,516
 
13,518
 
 
Deferred Award 
 
103,140
 
 
49,584
 
53,556
 

 
Peter Flavel
 
CEO, Wealth Businesses
 
LTI
 
 
7,456
 
3,510
 
3,946
 
Deferred Award 
 
76,244
 
 
35,890
 
40,354
 

 
Bruce Fletcher1
 
Chief Risk Officer, NatWest Group
 
Deferred Award
 
 
54,608
 
25,705
 
 28,903
 
Buy-out Award
 
35,448
 
 
16,686
 
18,762
 
 
Andrew McLaughlin2
 
CEO, RBS International
 
LTI
 
 
32,806
 
-
 
32,806
 
Deferred Award
 
 
80,463
 
 
-
 
80,463
 

 
Simon McNamara
 
Chief Administrative Officer
 
 
LTI
 
194,755
 
93,624
 
101,131
 
Katie Murray
 
Chief Financial Officer
 
LTI
 
 
31,191
 
14,682
 
16,509
 
Deferred Award
 
85,670
 
 
40,327
 
45,343
 
 
Alison Rose
 
Chief Executive Officer
 
 
LTI
 
255,379
 
120,209
 
135,170
 
John-Paul Thwaite
 
CEO, Commercial Banking
 
LTI
 
 
17,770
 
8,365
 
9,405
 
Deferred Award
 
 
77,922
 
 
36,680
 
 
41,242
 
 

 
Jen Tippin1
 
Chief People & Transformation Officer
 
 
Buy-out Award
 
125,975
 
59,299
 
 
66,676
 
1.     Vested Shares retained after payment of associated tax liabilities will be subject to retention periods which mirror the retention periods applicable to the PDMR's awards granted by their previous employer.
2.     The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.
 
 
The market price used to meet associated tax liabilities was £1.8916. 
 
Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months, unless otherwise indicated in the table above.
 
3.  The Company announces that Shares were delivered to PDMRs on 7 March 2022, as set out below. The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2022 and have been calculated using a share price of £2.2334.
 
The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-
           
 Name of PDMR
Position of PDMR
No. of Shares delivered
No. of Shares withheld to satisfy associated tax liability
No. of Shares retained
 
Robert Begbie
CEO, NatWest Markets
36,380
17,490
18,890
 
Peter Flavel
CEO, Wealth Businesses
25,202
11,864
13,338
 
Bruce Fletcher
Chief Risk Officer, NatWest Group
37,499
17,652
19,847
 
David Lindberg
CEO, Retail Banking
36,380
17,126
19,254
 
Andrew McLaughlin1
CEO, RBS International
16,791
-
16,791
 
Simon McNamara
Chief Administrative Officer
36,380
17,490
18,890
 
Katie Murray
Chief Financial Officer
83,953
39,518
44,435
 
Alison Rose
Chief Executive Officer
123,131
57,960
65,171
 
John-Paul Thwaite
CEO, Commercial Banking
34,981
16,466
18,515
 
Jen Tippin
Chief People & Transformation Officer
46,174
21,737
24,437
 
1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.
 
 
The market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.8916. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.
 
All of the above transactions took place on the London Stock Exchange (XLON).
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90
 
 
For further information contact:-
 
NatWest Group Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 20 7672 1758
 
NatWest Group Media Relations
+44(0)131 523 4205

 
Exhibit No. 2
 
 
NatWest Group plc - Morgan Stanley European Financials Conference
 
Alison Rose, NatWest Group CEO, will participate in a fireside chat at the Morgan Stanley European Financials Conference on Tuesday 15th March 2022 at 10:00am GMT.  A live and on-demand webcast and post-event transcript will be available on our website www.natwestgroup.com/ir
 
 
For further information:
 
Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 (0) 20 7672 1758
 
 
LEI: 2138005O9XJIJN4JPN90
 
 
Exhibit No. 3
 
 
NatWest Group plc
16 March 2022
 
Notice of Redemption
 
NatWest Group plc (the "Company")
 
 
The Company has given notice to holders of the $1,500,000,000 Fixed Rate/Floating Rate Notes due 2023 and $1,500,000,000 Floating Rate Notes due 2023 issued by the Company pursuant to the Amended and Restated Indenture dated September 13, 2011 as amended and supplemented by the First Supplemental Indenture dated April 1, 2014, the Second Supplemental Indenture dated April 5, 2016 and the Fourth Supplemental Indenture dated May 15, 2017 (together, the "Indenture") (ISIN Codes: US780097BE04 / US780097BF78) (the "Notes") of the upcoming redemption of the Notes on 15 May 2022. The amount currently outstanding under each series of Notes is $1,500,000,000.  
 
The Company has elected to redeem the Notes on 15 May 2022 in accordance with the Indenture. The Notes are being redeemed pursuant to Section 11.09 of the Indenture.
 
To view the notice, please click on the link below.
 
http://www.rns-pdf.londonstockexchange.com/rns/0325F_1-2022-3-16.pdf
 
 
For further information, please contact:
 
Scott Forrest
Head of NatWest Treasury DCM
Tel: +44 (0)7747 455969
 
 
Forward-looking statements
 
 
This announcement contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, such as statements that include, without limitation, the words 'would have been', 'expect', 'estimate', 'project', 'anticipate', 'commit', 'believe', 'should', 'intend', 'will', 'plan', 'could', 'probability', 'risk', 'Value-at-Risk (VaR)', 'target', 'goal', 'objective', 'may', 'endeavour', 'outlook', 'optimistic', 'prospects' and similar expressions or variations on these expressions. These statements concern or may affect future matters, such as NatWest Group's future economic results, business plans and strategies.  In particular, this document may include forward-looking statements relating to NatWest Group plc in respect of, but not limited to: the impact of the Covid-19 pandemic, its regulatory capital position and related requirements, its financial position, profitability and financial performance (including financial, capital, cost savings and operational targets), the implementation of its Purpose-led strategy and the refocusing of its NatWest Markets franchise, its ESG and climate related targets, its access to adequate sources of liquidity and funding, increasing competition from new incumbents and disruptive technologies, its exposure to third party risks, its ongoing compliance with the UK ring-fencing regime and ensuring operational continuity in resolution, its impairment losses and credit exposures under certain specified scenarios, substantial regulation and oversight, ongoing legal, regulatory and governmental actions and investigations, the transition of LIBOR and IBOR rates to alternative risk free rates and NatWest Group's exposure to economic and political risks (including with respect to terms surrounding Brexit and climate change), operational risk, conduct risk, cyber and IT risk, key person risk and credit rating risk. Forward-looking statements are subject to a number of risks and uncertainties that might cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute to differences in current expectations include, but are not limited to, the impact of the Covid-19 pandemic, future acquisitions, the outcome of legal, regulatory and governmental actions and investigations, the level and extent of future impairments and write-downs (including with respect to goodwill), legislative, political, fiscal and regulatory developments, accounting standards, competitive conditions, technological developments, interest and exchange rate fluctuations, general economic and political conditions and the impact of climate related risks and the transitioning to a low carbon economy. These and other factors, risks and uncertainties that may impact any forward-looking statement or NatWest Group plc's actual results are discussed in NatWest Group plc's UK 2021 Annual Report and Accounts (ARA) and NatWest Group plc's filings with the US Securities and Exchange Commission, including, but not limited to, NatWest Group plc's most recent Annual Report on Form 20-F and Reports on Form 6-K. The forward-looking statements contained in this document speak only as of the date of this document and NatWest Group plc does not assume or undertake any obligation or responsibility to update any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.
 
 
Legal Entity Identifier
 
 
NatWest Group plc
 2138005O9XJIJN4JPN90
 
 
 
Exhibit No. 4
 
 
21 March 2022
 
NatWest Group plc
 
 
INITIAL NOTIFICATION OF TRANSACTION OF PERSON DISCHARGING MANAGERIAL RESPONSIBILITY (PDMR) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION
 
NatWest Group plc (the Company) announces that the PDMR set out below has sold ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) on the date and at the price indicated:-
 
PDMR
Position of PDMR
No. of Shares sold
Sale price
 
Date of transaction
 
Robert Begbie
CEO, NatWest Markets
19,000
£2.1513
 
21 March 2022
 
 
 
The transaction took place on the London Stock Exchange (XLON).
 
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90
 
For further information contact:-
 
NatWest Group Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 20 7672 1758
 
NatWest Group Media Relations  
+44(0)131 523 4205
 
 
Exhibit No. 5
 
 
NatWest Group plc
Total Voting Rights and Capital
 
In conformity with the Disclosure Guidance and Transparency Rules, NatWest Group plc ("NWG") hereby notifies the following update in respect of its issued share capital with voting rights as at 30 March 2022.
 
The changes in the issued share capital are a result of settlement today of the off-market purchase of 549,851,147 ordinary shares of £1 each ("Ordinary Shares") on 28 March 2022, pursuant to the terms of a contract (the "Directed Buyback Contract") between NWG and Her Majesty's Treasury ("HM Treasury"), which was approved by NWG's shareholders at a General Meeting held on 6 February 2019 and signed on 7 February 2019. The authority from shareholders to make off-market purchases of Ordinary Shares from HM Treasury (or its nominee) under the terms of the Directed Buyback Contract was renewed at the Annual General Meeting on 28 April 2021. 
 
NWG cancelled all of the purchased Ordinary Shares.
 
Share Class and nominal value
Number of Shares issued
Voting rights per share
Total Voting rights -
30 March 2022
Ordinary Shares of £1
10,641,613,869
4
42,566,455,476
Ordinary Shares of £1 held in treasury
146,116,846
-
Voting rights not exercisable
11% Cumulative Preference Shares of £1
240,686
4
962,744
5.5% Cumulative Preference Shares of £1
242,454
4
969,816
 Total:
10,788,213,855
 
42,568,388,036
 
Shareholders may use the above figure (42,568,388,036) for their calculations to determine whether they are required to notify their interest in, or a change to their interest in NWG under the FCA's Disclosure Guidance and Transparency Rules.
 
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90     
 
 
Exhibit No. 6
 
 
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
 
x
An acquisition or disposal of financial instruments
 
 
An event changing the breakdown of voting rights
 
 
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:
28 March 2022
 
6. Date on which issuer notified (DD/MM/YYYY):
30 March 2022
 
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
48.03%
 
48.03%
 42,568,388,036
Position of previous notification (if
applicable)
50.94%
 
50.94%
 
 
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 ofshares
ISIN code (if possible)
Number of voting rightsix
% of voting rights
 
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)
Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)
Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
Ordinary Shares of £1 each GB00B7T77214
20,447,511,352
 
48.03%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SUBTOTAL 8. A
20,447,511,352
48.03%
 
 
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
 
Type of financial instrument
Expirationdatex
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
Expirationdatex
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 thefinancial 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 The Commissioners of Her Majesty's Treasury.
The Commissioners of Her Majesty's Treasury
48.03%
 
48.03%
 
 
 
 
 
 
 
 
 
 
 
 
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 The Commissioners of Her Majesty's Treasury (HMT).
 
The percentage of voting rights held by HMT in NatWest Group plc (NWG), as shown on this form (48.03%), has been calculated following the disposal by HMT of 623,016,845 ordinary shares in NWG since its last TR-1 notification on 14 February 2022, including the directed buyback of 549,851,147 shares by NWG from HMT on 28 March 2022, and is based on the Total Voting Rights announcement on 30 March 2022.
 
The percentage of voting rights held by HMT could move up or down going forward depending on the number of shares repurchased by NWG and the progress of sales under HMT's trading plan announced on 22 July 2021.
 
 
Place of completion
London, England
 
Date of completion
30 March 2022
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90
 
 
Exhibit No. 7
 
 
NatWest Group plc
Total Voting Rights and Capital
 
In conformity with the Disclosure Guidance and Transparency Rules, NatWest Group plc ("NWG") hereby notifies the following in respect of its issued share capital with voting rights as at 31 March 2022.
 
Share Class and nominal value
Number of Shares issued
Voting rights per share
Total Voting rights -
31 March 2022
Ordinary Shares of £1
10,637,196,644
4
42,548,786,576
Ordinary Shares of £1 held in treasury
146,116,846
4
Voting rights not exercisable
11% Cumulative Preference Shares of £1
240,686
4
962,744
5.5% Cumulative Preference Shares of £1
242,454
4
969,816
 Total:
10,783,796,630
 
42,550,719,136
 
Shareholders may use the above figure (42,550,719,136) for their calculations to determine whether they are required to notify their interest in, or a change to their interest in NWG under the FCA's Disclosure Guidance and Transparency Rules.
 
 
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90     
 
 
Date: 31 March 2022
 
 
 
NATWEST GROUP plc (Registrant)
 
 
 
By: /s/ Jan Cargill
 
 
 
Name: Jan Cargill
 
Title: Chief Governance Officer and Company Secretary