6-K 1 marchbatchfiling.htm BATCH FILING marchbatchfiling
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 2023
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: 
 
 
 
 
Q3 2016
Interim Management Statement
 
 
 
 
 
Exhibit No. 1
TR-1: Notice of Major Holdings dated 02 March 2023
Exhibit No. 2
Director/PDMR Shareholding dated 09 March 2023
Exhibit No. 3
Exhibit No. 4
Exhibit No. 5
Exhibit No. 6
Exhibit No. 7
Exhibit No. 8
 
 
 
Publication of Final Terms dated 10 March 2023
NWG –Morgan Stanley European Financials Conference dated 13 March 2023
Director/PDMR Shareholding dated 23 March 2023
NatWest Group plc – Climate Investor Spotlight dated 30 March 2023
Director/PDMR Shareholding dated 31 March 2023
Total Voting Rights and Capital dated 31 March 2023
 
 
 
 
 
Exhibit No. 1
 
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 His 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 His Majesty's Treasury
City and country of registered office (if applicable)
London, England
5. Date on which the threshold was crossed or reachedvi:
1 March 2023
6. Date on which issuer notified (DD/MM/YYYY):
1 March 2023
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
41.84%
 
41.84%
 38,661,692,740
Position of previous notification (if
applicable)
42.95%
 
42.95%
 
 
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 £1.0769 each GB00BM8PJY71
16,174,449,320
 
41.84%
 
 
 
 
 
 
 
 
 
 
 
SUBTOTAL 8. A
16,174,449,320
41.84%
 
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 His 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 His Majesty's Treasury).
 
The Solicitor for the Affairs of His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury.
The Commissioners of His Majesty's Treasury
41.84%
 
41.84%
 
 
 
 
 
 
 
 
 
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 His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury (HMT).
 
The percentage of voting rights held by HMT in NatWest Group plc (NWG), as shown on this form (41.84%), has been calculated following the disposal by HMT of 111,427,033 ordinary shares in NWG since its last TR-1 notification on 22 February 2023.
 
This calculation does not take into account any shares repurchased by NWG under its share buyback programme since the last Total Voting Rights announcement on 28 February 2023. 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 and extended on 22 June 2022.
 
 
Place of completion
London, England
Date of completion
1 March 2023
Legal Entity Identifier: 2138005O9XJIJN4JPN90
 
 
Exhibit No. 2
 
 
9 March 2023
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 restricted share plan awards (RSP) and deferred awards (Deferred Awards) over ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) have been granted on 7 March 2023 under the NatWest Group plc 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-
 
* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share 
 
Name of PDMR
Position of PDMR
Award
Maximum no. of
Shares eligible to vest
 
Robert Begbie
CEO, NatWest Markets
Deferred Award1
164,524
Peter Flavel
CEO, Wealth Businesses
RSP
331,606
Deferred Award2
52,858
Bruce Fletcher
Group Chief Risk Officer
RSP
455,679
Deferred Award2
38,447
Oliver Holbourn
CEO, RBS International
Deferred Award³
97,200
David Lindberg
CEO, Retail Banking
RSP
442,077
Deferred Award2
85,642
Scott Marcar
Group Chief Information Officer
Deferred Award1
395,716
Andrew McLaughlin
CEO, Commercial & Institutional (non-ring-fenced bank)
Deferred Award1
90,327
 Katie Murray
Group Chief Financial Officer
RSP
431,451
Deferred Award2
73,596
Alison Rose
Group Chief Executive Officer
RSP
632,794
Deferred Award2
113,820
John-Paul Thwaite
CEO, Commercial & Institutional (ring-fenced bank)
RSP
425,074
Deferred Award2
63,764
Jen Tippin
Chief People & Transformation Officer
RSP
561,098
Deferred Award2
101,720
The prices per Share used on the grant of the above awards were Deferred Awards1£2.3249, Deferred Awards2 £2.8249, Deferred Awards³ £2.5463 and RSP £2.2055.  The prices are discounted to reflect the absence of dividend equivalents during the vesting period.
 
 
A pre-vest performance assessment will take place for the RSP at the end of three years. Subject to this, RSP will be eligible to vest between 2026 and 2030, Deferred Awards are eligible to vest between 2023 and 2030.
 
Malus provisions will apply to each award 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 long term incentive awards (LTI), Deferred Awards and Buy-out Awards over Shares vested on 7 March 2023 to the PDMRs set out below. The awards were granted under the Plan between March 2017 and November 2022. 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
 
Deferred Award
 
86,052
41,369
44,683
 
Peter Flavel
 
CEO, Wealth Businesses
 
LTI
 
7,457
3,511
3,946
 
Deferred Award
 
94,260
44,370
49,890
 
Bruce Fletcher1
 
Group Chief Risk Officer
 
LTI
99,924
47,035
52,889
 
Deferred Award
 
54,608
25,705
28,903
 
Buy-out Award
 
17,942
8,446
9,496
Oliver Holbourn2
CEO, RBS International
 
Deferred Award
 
56,338
17,833
38,505
Scott Marcar1
Group Chief Information Officer
 
Buy-out Award
 
288,951
136,012
152,939
 
Andrew McLaughlin2
 
CEO, Commercial & Institutional (non-ring-fenced bank)
 
LTI
 
 
89,344
9,610
79,734
 
Deferred Award
 
58,717
4,242
54,475
 
Katie Murray
 
Group Chief Financial Officer
 
LTI
 
129,313
60,869
68,444
 
Deferred Award
 
68,585
32,284
36,301
 
Alison Rose
 
Group Chief Executive Officer
 
 
LTI
431,715
203,212
228,503
 
John-Paul Thwaite
CEO, Commercial & Institutional (ring-fenced bank)
 
Deferred Award
 
67,051
31,563
35,488
 
Jen Tippin1
 
Chief People & Transformation Officer
 
 
Buy-out Award
159,981
75,305
84,676
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 PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly.
 
 
The market price used to meet associated tax liabilities was £2.920075. 
 
Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twenty four months, unless otherwise indicated in the table above.
 
3.  The Company announces that Shares were delivered to PDMRs on 7 March 2023, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 31 March 2023 and have been calculated using a share price of £2.9216.
 
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
12,836
6,173
6,663
Peter Flavel
CEO, Wealth Businesses
21,393
10,074
11,319
Bruce Fletcher
Group Chief Risk Officer
28,666
13,498
15,168
David Lindberg
CEO, Retail Banking
27,811
13,093
14,718
Scott Marcar
Group Chief Information Officer
35,298
16,619
18,679
Andrew McLaughlin
CEO, Commercial & Institutional (non-ring-fenced bank)
1,712
807
905
Katie Murray
Group Chief Financial Officer
65,461
30,814
34,647
Alison Rose
Group Chief Executive Officer
96,010
45,195
50,815
John-Paul Thwaite
CEO, Commercial & Institutional (ring-fenced bank)
26,741
12,588
14,153
Jen Tippin
Chief People & Transformation Officer
35,298
16,619
18,679
 
The market price used to determine the number of Shares withheld to meet associated tax liabilities was £2.920075. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three or five 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. 3
 
 
NatWest Group plc
 
Publication of Final Terms
 
The following Final Terms are available for viewing:
 
Final Terms dated 10 March 2023 (the "Final Terms") for NatWest Group plc ("NatWest Group") EUR500,000,000 4.699% Fixed to Floating Rate Notes due 14 March 2028 (ISIN: XS2596599063) (the "Notes") issued under the £40,000,000,000 Euro Medium Term Note Programme of NatWest Group (the "Programme").
 
The Final Terms contain the final terms of the Notes and must be read in conjunction with the prospectus dated 7 December 2022 and the supplemental prospectus dated 17 February 2023, relating to the Programme, (together, the "Prospectus"), which together constitute a base prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018.
 
To view the Final Terms for the Notes, please paste the following URL into the address bar of your browser:
 
http://www.rns-pdf.londonstockexchange.com/rns/6422S_1-2023-3-10.pdf
 
A copy of the above Final Terms has been submitted to the National Storage Mechanism and will shortly be available for inspection at:
 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism  
 
For further information, please contact:
 
Scott Forrest
Head of NatWest Treasury DCM
Tel: +44 (0) 7747 455 969
 
 
 
DISCLAIMER INTENDED ADDRESSEES
 
Please note that the information contained in the Final Terms (when read together with the information in the Prospectus) may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Final Terms and the Prospectus is not addressed. Prior to relying on the information contained in the Final Terms and the Prospectus, you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.
 
Your right to access this service is conditional upon complying with the above requirement.
 
 
 
Legal Entity Identifier
 
NatWest Group plc - 2138005O9XJIJN4JPN90
 
 
 
Exhibit No. 4
 
 
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 14th March 2023 at 11:00am 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. 5
 
 
23 March 2023
 
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 it has been notified of the PDMR set out below purchasing ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) on the date and at the price indicated:
Name of PDMR
Position of PDMR
No. of Shares purchased
Price of Shares purchased
 
Date of transaction
 
Roisin Donnelly
Non-executive Director, NatWest Group plc
7,318
£2.7190
22 March 2023
 
 
2.   The Company announces that the PDMR set out below has sold Shares on the date and at the price indicated:
PDMR
Position of PDMR
No. of Shares sold
Sale price
 
Date of transaction
 
Jen Tippen
Chief People & Transformation Officer, NatWest Group plc
73,000
£2.7167
22 March 2023
 
 
* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share 
 
 
The 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. 6
 
 
 
NatWest Group plc - Climate Investor Spotlight
 
NatWest Group will be hosting an Investor Spotlight event on our Climate strategy on Thursday 30th March at 1:30pm. A live zoom presentation and slides will be available on our website: https://investors.natwestgroup.com/presentations.aspx
 
For further information:
 
Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 (0) 20 7672 1758
 
 
LEI: 2138005O9XJIJN4JPN90
 
 
 
Exhibit No. 7
 
 
 31 March 2023
 
NatWest Group plc
 
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION
 
NatWest Group plc (the Company) announces that the PDMRs set out below purchased ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) on 30 March 2023 at the price indicated, in accordance with the Company's Chairman and Non-executive Directors shareholding policy (the Policy):
Name of PDMR
Position of PDMR
No. of Shares purchased
Price of Shares purchased
Howard Davies
Chairman
3,853
£2.671
Frank Dangeard
Non-executive Director
1,014
£2.671
Roisin Donnelly
Non-executive Director
1,014
£2.671
Patrick Flynn
Non-executive Director
1,014
£2.671
Yasmin Jetha
Non-executive Director
1,053
£2.671
Mark Seligman
Non-executive Director
1,053
£2.671
Lena Wilson
Non-executive Director
1,014
£2.671
The Policy does not appy to Directors scheduled to step down from the Board of the Company within the next 12 months.
 
* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share. 
 
The 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. 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 2023.
 
Share Class and nominal value
Number of Shares issued
Voting rights per share
Total Voting rights -
31 March 2023
Ordinary Shares of £1.0769* (excluding ordinary shares held in treasury)
9,593,494,746
 
 
4
38,373,978,984
Ordinary Shares of £1.0769* held in treasury
85,910,882
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:
9,679,888,768
 
              38,375,911,544
 
* Note: the nominal value of Ordinary Shares without rounding is £1.076923076923077 per share
 
 
Shareholders may use the above figure of 38,375,911,544 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 2023
 
 
 
 
 
NATWEST GROUP plc (Registrant)
 
 
 
By: /s/ Jan Cargill
 
 
 
Name: Jan Cargill
 
Title: Chief Governance Officer and Company Secretary