20-F: NatWest Group Reveals Securities and Share Capital Details in 20-F Filing

Sentiment:

Description of Securities 23 February 2024 2:43 PM

NatWest Group's 20-F filing details the company's registered securities, share capital, and related shareholder information as of December 31, 2023.

Summary

NatWest Group's 20-F filing provides a description of securities registered under Section 12 of the Exchange Act as of December 31, 2023.
The registered securities include American Depositary Shares (ADSs), ordinary shares, and several series of subordinated and senior notes listed on the New York Stock Exchange.
As of December 31, 2023, the company had 8,991,736,976 ordinary shares, 240,686 11% cumulative preference shares, and 242,454 5% cumulative preference shares allotted, called up, and fully paid.
The document outlines shareholder rights, meeting procedures, and requirements for shareholder action, including voting rights and dividend policies.
It also details the process for deposit, withdrawal, and cancellation of ordinary share ADSs, along with associated fees and expenses.
The filing includes summaries of the terms for various series of notes issued by NatWest Group and NatWest Markets plc, including interest rates, maturity dates, and redemption conditions.
The document addresses potential tax implications, loss absorption disqualification events, and the possibility of the exercise of UK bail-in power affecting the notes.
It also covers events of default, limitations of remedies, and waivers of right to set-off related to the notes.

Sentiment

Score: 6

Explanation: The document is primarily descriptive and factual, with a neutral tone. It presents information about securities, share capital, and related matters without expressing strong positive or negative sentiment.

Positives

The document provides a comprehensive overview of NatWest Group's registered securities and share capital structure.
It clearly outlines shareholder rights and meeting procedures, ensuring transparency for investors.
The inclusion of details for various series of notes offers insight into the company's debt obligations and financial strategies.

Negatives

The document highlights the potential for the exercise of UK bail-in power, which could result in the reduction or cancellation of principal or interest on the notes.
It also notes that the Trustee's duties under the Indenture may be limited in the event of the exercise of any UK bail-in power by the relevant UK authority.

Risks

The document mentions the risk of changes in tax laws that could lead to the redemption of the Senior Notes.
It also discusses the risk of a Loss Absorption Disqualification Event, which could allow the company to redeem the Senior Notes.
The document notes that U.S. securities laws may restrict transfers and cancellation of ordinary share ADSs represented by shares purchased upon exercise of rights.

Future Outlook

The document includes forward-looking statements and information regarding potential future actions, but does not provide a specific future outlook.

Industry Context

The document does not provide specific industry context beyond the general nature of NatWest Group's business as a financial institution.

Legal Proceedings

The document mentions various legal proceedings and regulatory matters involving NatWest Group, including LIBOR litigation, foreign exchange litigation, and US investigations relating to fixed-income securities.
It also notes the ongoing review and investigation of treatment of tracker mortgage customers in Ulster Bank Ireland DAC.

Stakeholder Impact

The document outlines potential impacts on shareholders, including voting rights, dividend policies, and potential dilution of share value.
It also discusses the impact on holders of notes, including potential tax implications and the possibility of the exercise of UK bail-in power.

Next Steps

The company intends to apply for the listing of each series of Senior Notes on the New York Stock Exchange.
Shareholders will be asked to renew the authority for the directors to allot shares and disapply pre-emption rights at the upcoming annual general meeting.
Shareholders will be asked to renew the authority for the company to make market purchases of ordinary shares at the AGM in 2024.
Shareholders will be asked to renew the authority for the company to make off-market purchases of its ordinary shares from HMT (or its nominee) at the AGM in 2024.
Shareholders will be asked to renew the authority for the company to make an off-market purchase of cumulative preference shares at the AGM in 2024.

Key Dates

Date	Description
1985	Reference to the Companies Act 1985.
2001	Registration statement date for Dollar Perpetual Regulatory Tier 1 Securities.
August 13, 2001	Date of issuance for Dollar Perpetual Regulatory Tier 1 Securities.
2006	Reference to the Companies Act 2006.
2009	Reference to the Banking Act 2009.
September 28, 2012	Registration statement date for 5.125% Subordinated Tier 2 Notes due 2024.
2013	Reference to the UK Financial Services (Banking Reform) Act 2013.
May 28, 2014	Date of issuance for 5.125% Subordinated Tier 2 Notes due 2024.
December 13, 2017	Registration statement date for multiple series of notes.
May 18, 2018	Date of issuance for 4.892% Fixed Rate / Floating Rate Senior Notes due 2029.
September 27, 2018	Date of issuance for 5.076% Fixed Rate / Floating Rate Senior Notes due 2030.
March 22, 2019	Date of issuance for 4.269% Fixed Rate / Floating Rate Senior Notes due 2025.
May 8, 2019	Date of issuance for 4.445% Fixed Rate / Floating Rate Senior Notes due 2030.
November 1, 2019	Date of issuance for Fixed-to-Fixed Reset Rates Subordinated Tier 2 Notes due 2029.
August 25, 2020	Date of issuance for 3.032% Fixed-to-Fixed Reset Rates Subordinated Tier 2 Notes due 2035.
May 19, 2020	Date of issuance for 3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028.
December 9, 2020	Registration statement date for 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027.
June 9, 2021	Date of issuance for 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027.
January 11, 2022	Registration statement date for multiple series of notes.
June 30, 2022	Date of issuance for 5.516% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028.
November 10, 2022	Date of issuance for 7.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2026.
March 2, 2023	Date of issuance for 5.847% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027 and 6.016% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2034.
June 13, 2023	Date of issuance for 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029.
December 31, 2023	Date of the annual report on Form 20-F.
March 2, 2026	The 2027 Notes Interest Reset Date.
March 2, 2027	Maturity date for the 2027 Notes.
September 13, 2028	The Optional Redemption Date for the 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029.
September 13, 2029	Maturity date for the 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029.
March 2, 2033	The 2034 Notes Interest Reset Date.
March 2, 2034	Maturity date for the 2034 Notes.

Keywords

NatWest Group, securities, ordinary shares, American Depositary Shares, ADS, notes, share capital, voting rights, dividends, redemption, bail-in power, financial metrics

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