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Natwest Group PLC

Capital/Financing Update Nov 9, 2021

4644_rns_2021-11-09_91fd3822-a234-4fe8-b191-f427a1ae86d6.pdf

Capital/Financing Update

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Final Terms dated 5 November 2021 NatWest Group plc Legal entity identifier (LEI): 2138005O9XJIJN4JPN90 Issue of £600,000,000 Fixed to Fixed Rate Reset Notes due 9 November 2028 under the £40,000,000,000 Euro Medium Term Note Programme

MiFID II Product Governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR Product Governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration each manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No.2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of EUWA (the "UK PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 26 November 2020 which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 and the supplemental Prospectuses dated 19 February 2021, 22 March 2021, 4 May 2021, 4 August 2021, 3 September 2021, 8 October 2021 and 29 October 2021, each of which constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation").This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented in order to obtain all the relevant information. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and the supplemental Prospectuses are available for viewing at

https://www.rns-pdf.londonstockexchange.com/rns/7654G\_1-2020-11-27.pdf https://www.rns-pdf.londonstockexchange.com/rns/8025P\_1-2021-2-19.pdf https://www.rns-pdf.londonstockexchange.com/rns/1823T\_1-2021-3-23.pdf https://www.rns-pdf.londonstockexchange.com/rns/5287X\_1-2021-5-4.pdf http://www.rns-pdf.londonstockexchange.com/rns/6128H\_1-2021-8-4.pdf http://www.rns-pdf.londonstockexchange.com/rns/7382K\_1-2021-9-3.pdf https://www.rns-pdf.londonstockexchange.com/rns/5481O\_1-2021-10-8.pdf http://www.rns-pdf.londonstockexchange.com/rns/7879Q\_1-2021-10-29.pdf

1 Issuer: NatWest Group plc
2 (i) Series Number: 3517
(ii) Tranche Number: 1
(iii) Date on which the Notes will be
consolidated and form a single
Series:
Not Applicable
3 Specified Currency or Currencies: Pounds sterling ("£")
4 Aggregate Nominal Amount:
(i) Series: £600,000,000
(ii) Tranche: £600,000,000
5 Issue Price: 100 per cent. of the Aggregate Nominal Amount
6 (i) Specified Denominations: £100,000 and integral multiples of £1,000 in excess thereof
up to and including £199,000. No notes in definitive form
will be issued with a denomination above £199,000
(ii) Calculation Amount: £1,000
7 (i) Issue Date: 9 November 2021
(ii) Interest Commencement Date: 9 November 2021
8 Maturity Date: 9 November 2028
9 Interest Basis: Reset Notes
10 Redemption/Payment Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount
11 Change of Interest Basis: Not Applicable
12 Issuer Call Option: Applicable
13 (i) Status of the Notes: Ordinary Notes
(ii) Date Board approval for issuance
of Notes obtained:
Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14 Fixed Rate Note Provisions: Not Applicable
15
Reset Note Provisions:
Applicable
(i) Initial Rate of Interest: 2.057 per cent. per annum payable annually in arrear on
each relevant Interest Payment Date
(ii) First Margin: +1.27 per cent. per annum
(iii) Subsequent Margin: Not Applicable
(iv) Interest Payment Date(s): 9
November
in
each
year
from
(and including) 9 November 2022 up to (and including) the
Maturity Date
(v) Fixed Coupon Amount up to (but
excluding) the First Reset Date:
£20.57 per Calculation Amount
(vi) Broken Amount(s): Not Applicable
(vii) First Reset Date: 9 November 2027
(viii) Subsequent Reset Date(s): Not Applicable
(ix) Reset Reference Rate: Sterling Reference Bond Rate
(x) Initial Reference Rate: 0.777 per cent. per annum
(xi) Reset Determination Time: 11 am (London time)
(xii) Relevant Screen Page: Not Applicable
(xiii) Mid-Swap Rate: Not Applicable
(xiv) Mid-Swap Maturity Not Applicable
(xv) Day Count Fraction: Actual/Actual (ICMA)
(xvi) Determination Dates: 9 November in each year
(xvii) Business Day Convention: Not Applicable
(xviii) Business Centre(s): Not Applicable
(xix) Calculation Agent (if not
National Westminster Bank plc):
Not Applicable
(xx) Original Mid-Swap Rate Basis: Not Applicable
(xxi) Initial Mid-Swap Rate Final
Fallback:
Not Applicable
(xxii) Reset Period Maturity Initial
Mid-Swap Rate Final Fallback:
Not Applicable
(xxiii) Last Observable Mid-Swap Rate
Final Fallback:
Not Applicable
(xxiv) Subsequent Reset Rate Mid
Swap Rate Final Fallback:
Not Applicable
(xxv) Subsequent Reset Rate Last
Observable Mid-Swap Rate
Final Fallback:
Not Applicable
16 Floating Rate Note Provisions: Not Applicable
17 Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
18 Notice periods for Condition 5(b): Minimum period: 5 days
Maximum period: 30 days
19 Redemption for Capital
Disqualification Event:
Not Applicable
20 Issuer Call: Applicable
(i) Optional Redemption Date(s): 9 November 2027
(ii) Optional Redemption Amount(s): £1,000 per Calculation Amount
(iii) Redeemable in part: No
(iv) If redeemable in part: Not Applicable
(v) Notice periods: Minimum period: 5 days
Maximum period: 30 days
(vi) Selection Date: Not Applicable
(vii) Publication of list of serial
numbers for Notes in definitive
form:
Not Applicable
(viii) Notification of period in relation
to exchange of global Note:
Not Applicable
21 Redemption for Loss Absorption
Disqualification Event:
Applicable
Notice periods for Condition 5(e) Minimum period: 5 days
Maximum period: 30 days
22 Final Redemption Amount: £1,000 per Calculation Amount
23 Early Redemption Amount payable on £1,000 per Calculation Amount
redemption (a) for tax reasons or (b)

following the occurrence of a Capital Disqualification Event (in the case of Tier 2 Notes) or (c) following the occurrence of a Loss Absorption Disqualification Event (in the case of Ordinary Notes) or (d) on an event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24 Form of Notes:

(a)
Form:
Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
only upon the occurrence of an Exchange Event
(b)
NGN:
Yes
(c)
CMU Notes:
No
25 Additional Financial Centre(s): Not Applicable
26 Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons mature):
No
27 Whether TEFRA D/TEFRA C rules
applicable or TEFRA rules not
applicable:
TEFRA D
28 Relevant Benchmark: Not Applicable
Signed on behalf of NatWest Group plc:
By:
______

Duly authorised

PART B – OTHER INFORMATION

1 LISTING

(i) Admission to trading: Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on the London
Stock
Exchange's
regulated
market
and
on
the
Sustainable Bond Market of the London Stock Exchange
with effect from 9 November 2021
(ii) Estimate
of
total
expenses
relating to admission to trading:
£5,150
2 RATINGS

Ratings: The Notes to be issued are expected to be rated: S&P Global Ratings Europe Limited: BBB Moody's Investors Service Limited: Baa1 Fitch Ratings Limited: A

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4 REASONS FOR THE OFFER AND ESTIMATED NET AMOUNT OF PROCEEDS

Reasons for the offer: An amount equal to the net proceeds of the Notes will be used to finance and/or refinance new or existing Green Mortgages (a specific mortgage product available to properties with an Energy Performance Certificate rating of A or B) for Green Buildings as set out in the Eligibility Criteria section of the Issuer's Framework (as defined in the Prospectus dated 26 November 2020), which is available on the website of the Issuer alongside the Second Party Opinion (as defined in the Prospectus dated 26 November 2020). To the extent that Green Mortgages are unavailable the remaining allocation will be towards other mortgage products provided for new and existing domestic properties with Energy Performance Certificate Rating of A or B. The Issuer plans to allocate an amount equal to 50% of the net proceeds to refinancing existing mortgages, with an amount equal to the remaining 50% to be allocated to financing new mortgage products over the next 12 months.

Estimated net proceeds: £598,410,000

5 YIELD

Indication of yield: 2.057 per cent. per annum (annual basis) up to the First Reset Date.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6 OPERATIONAL INFORMATION

(i) ISIN: XS2405139432
(ii) Common Code: 240513943
(iii) CMU Instrument Number: Not Applicable
(iv) Clearing System: Euroclear Bank SA/NV and Clearstream Banking S.A.
(v) Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):
Not Applicable
(vi) Delivery: Delivery free of payment
(vii) Names and addresses of
additional Paying Agent(s) (if
any):
Not Applicable
(viii)Intended to be held in a manner
which would allow Eurosystem
eligibility:
No
Whilst the designation is specified as "no" at the date of
these Final Terms, should the Eurosystem eligibility
criteria be amended in the future such that the Notes are
capable of meeting them the Notes may then be deposited
with one of the ICSDs as common safekeeper. Note that
this does not necessarily mean that the Notes will then be
recognised as eligible collateral for Eurosystem monetary

policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.

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