Pricing Agreement
Exhibit 1.2
Execution Version
NatWest Markets Securities Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Stamford, CT 06901
United States of America
As Representative of the several
Underwriters named in Schedule I hereto
February 26, 2024
Ladies and Gentlemen:
NatWest Group plc, a public limited company incorporated under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 26, 2024 (the “Underwriting Agreement”) among the Company on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each reference to the Representative herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of themselves and on behalf of each of the Underwriters of the Notes pursuant to Section 12 of the Underwriting Agreement and the address of the Representative referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us one counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.
The Underwriters agree as among themselves that they will be bound by and will comply with the Master Agreement Among Underwriters dated September 12, 2023 governing the relationship among NatWest Markets Securities Inc. and the underwriters parties thereto (the “Agreement Among Underwriters”) with respect to the Notes and further agree that (so far as the context permits) references in the Agreement Among Underwriters to “Underwriter” shall refer to the Underwriters herein.
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| Very truly yours, | ||
| NATWEST GROUP PLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: NatWest Group Treasurer | ||
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[Signature page of the Pricing Agreement]
Accepted as of the date hereof:
NatWest Markets Securities Inc.
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Director | ||
For itself and as Representative of the several Underwriters
[Signature page of the Pricing Agreement]
SCHEDULE I
| Principal Amount of | Principal Amount of | Principal Amount of | |
| 2028 Notes to be | 2035 Notes to be | Floating Rate Notes to | |
| Purchased | Purchased | be Purchased | |
| NatWest Markets Securities Inc. | $370,000,000 | $555,000,000 | $111,000,000 |
| Xxxxxxx Xxxxx & Co. LLC | $150,000,000 | $225,000,000 | $45,000,000 |
| X.X. Xxxxxx Securities LLC | $150,000,000 | $225,000,000 | $45,000,000 |
| UBS Securities LLC | $150,000,000 | $225,000,000 | $45,000,000 |
| Xxxxx Fargo Securities, LLC | $150,000,000 | $225,000,000 | $45,000,000 |
| CIBC World Markets Corp. | $15,000,000 | $22,500,000 | $4,500,000 |
| Scotia Capital (USA) Inc. | $15,000,000 | $22,500,000 | $4,500,000 |
| Total: | $1,000,000,000 | $1,500,000,000 | $300,000,000 |
SCHEDULE II
Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
TITLE OF NOTES:
5.583% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028 (the “2028 Notes”)
5.778% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2035 (the “2035 Notes”)
Senior Callable Floating Rate Notes due 2028 (the “Floating Rate Notes” and together with the 2028 Notes and the 2035 Notes, the “Senior Notes”)
AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES:
$1,000,000,000 principal amount of the 2028 Notes
$1,500,000,000 principal amount of the 2035 Notes
$300,000,000 principal amount of the Floating Rate Notes
PRICE TO PUBLIC:
100.000% of the principal amount of the 2028 Notes
100.000% of the principal amount of the 2035 Notes
100.000% of the principal amount of the Floating Rate Notes
PURCHASE PRICE BY UNDERWRITERS:
99.800% of the principal amount of the 2028 Notes
99.650% of the principal amount of the 2035 Notes
99.800% of the principal amount of the Floating Rate Notes
UNDERWRITING COMMISSION:
0.20% for the 2028 Notes
0.35% for the 2035 Notes
0.20% for the Floating Rate Notes
FORM OF SECURITIES:
Book-entry only form represented by one or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, S.A., as the case may be.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Wire transfer of immediately available funds
APPLICABLE TIME:
5:30 p.m. (New York time), February 26, 2024
TIME OF DELIVERY:
9:30 a.m. (New York time), February 29, 2024
INDENTURE:
Amended and Restated Indenture dated as of December 13, 2017, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as amended and supplemented by the Seventh Supplemental Indenture dated as of August 19, 2020 and a supplemental indenture to be dated on or around February 29, 2024.
MATURITY DATE:
March 1, 2028 for the 2028 Notes
March 1, 2035 for the 2035 Notes
March 1, 2028 for the Floating Rate Notes
INTEREST RATE:
For the 2028 Notes
− from (and including) February 29, 2024, to (but excluding) March 1, 2027, 5.583% per annum; and
− from (and including) March 1, 2027 to (but excluding) maturity, a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the Reset Determination Date, plus 1.100%.
For the 2035 Notes
− from (and including) February 29, 2024, to (but excluding) March 1, 2034, 5.778% per annum; and
− from (and including) March 1, 2034 to (but excluding) maturity, a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the Reset Determination Date, plus 1.500%.
For the Floating Rate Notes
− from (and including) February 29, 2024, to (but excluding) maturity, a rate per annum equal to the Compounded Daily SOFR plus 1.250%, accruing from (and including) February 29, 2024 to (but excluding) maturity.
INTEREST PAYMENT DATES:
Interest on the 2028 Notes will be paid semi-annually in arrear on March 1 and September 1 of each year, beginning on September 1, 2024, to (and including) maturity.
Interest on the 2035 Notes will be paid semi-annually in arrear on March 1 and September 1 of each year, beginning on September 1, 2024, to (and including) maturity.
Interest on the Floating Rate Notes will be paid quarterly in arrear on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024, to (and including) maturity.
INTEREST RECORD DATES:
The regular record dates for each series of Senior Notes will be the 15th calendar day immediately preceding each Interest Payment Date, whether or not a business day.
INTEREST RATE RESET DATES:
For the 2028 Notes, interest will be reset on March 1, 2027.
For the 2035 Notes, interest will be reset on March 1, 2034.
For the Floating Rate Notes, interest will be reset on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024
REDEMPTION PROVISIONS:
The Senior Notes may be redeemed as described in the Prospectus.
U.K. BAIL-IN POWER:
The Senior Notes may be subject to the U.K. bail-in power as described in the Prospectus.
SINKING FUND PROVISIONS:
No sinking fund provisions.
CLOSING LOCATION FOR DELIVERY OF SENIOR NOTES:
Offices of Xxxxx Xxxx & Xxxxxxxx London LLP, 0 Xxxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
NAMES AND ADDRESSES OF REPRESENTATIVE:
| Designated Representative: | NatWest Markets Securities Inc. | |
| Address for Notices: | 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, Xxxxxx Xxxxxx xx Xxxxxxx |
CUSIP:
000000XX0 for the 2028 Notes
000000XX0 for the 2035 Notes
000000XX0 for the Floating Rate Notes
ISIN:
US639057AL28 for the 2028 Notes
US639057AN83 for the 2035 Notes
US639057AM01 for the Floating Rate Notes
STOCK EXCHANGE LISTING:
The Company intends to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules.
OTHER TERMS:
The Senior Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.
