UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 41)
NatWest Group
plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
(CUSIP Number)
Peter King
1 Horse Guards Road
London
SW1A 2HQ
+44 (0) 20 7270 5328
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2024
(Date of Event Which Requires Filing of this Statement)
HM Treasury;
UK Government Investments Ltd
Names of Reporting Persons
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
* The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
Explanatory note : In lieu
of providing the information called for by Schedule 13D, His Majesty's Treasury is furnishing a copy of “TR-1: Notification of
Major Interest in Shares”, which is the standard form for any notification required to be delivered under the UK Disclosure Guidance
and Transparency Rules to (among others) an issuer whose shares are admitted to trading on a UK regulated market (and to the UK Financial
Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. This modified
Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter
dated December 10, 2008.
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 attached ii: |
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 obligation iv |
| 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 reached vi: |
12
July 2024 |
| 6.
Date on which issuer notified (DD/MM/YYYY): |
12 July
2024 |
| 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 held
in issuer (8.A + 8.B) vii |
| Resulting situation on the date on which threshold was crossed or reached |
19.97% |
|
19.97% |
6,645,166,452 |
| Position of previous notification (if applicable) |
20.92% |
|
20.92% |
|
8. Notified details of the resulting situation on the date on
which the threshold was crossed or reached viii |
| A:
Voting rights attached to shares |
Class/type of shares
ISIN code (if possible) |
Number
of voting rights ix |
%
of voting rights |
Direct
(DTR5.1) |
Indirect
(DTR5.2.1) |
Direct
(DTR5.1) |
Indirect
(DTR5.2.1) |
| Ordinary
Shares of £1.0769 each GB00BM8PJY71 |
6,645,166,452 |
|
19.97% |
|
| |
|
|
|
|
| |
|
|
|
|
| SUBTOTAL
8. A |
6,645,166,452 |
19.97% |
| |
| B
1: Financial Instruments according to DTR5.3.1R (1) (a) |
| Type
of financial instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
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 DTR5.3.1R (1) (b) |
| Type
of financial instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
Physical or cash
Settlement xii |
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) issuer xiii |
|
| Full
chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting
with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
x |
| Name
xv |
%
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 |
19.97% |
|
19.97% |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
| 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
information xvi |
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 (19.97%), has been calculated following the disposal by HMT of 81,119,397 ordinary shares in NWG since its last
TR-1 notification on 25 June 2024.
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 most recently extended on 3 April 2023.
|
| Place of
completion |
London,
England |
| Date
of completion |
12 July
2024 |
Notes
i Please note this form should
be read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii Full name of the legal entity
and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number
identity). Indicate in the relevant section whether the issuer is a non UK issuer.
iii Other reason for the notification
could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting
in concert.
iv This should be the full name
of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided
for in DTR5.2.1 (b) to (h); (c) all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of financial instruments referred
to in DTR5.3.1.
As the disclosure of cases of acting in concert
may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert
by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to
in DTR5.2.1 (b) to (h), the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen
in DTR5.2.1 (b), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement
and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen
in DTR5.2.1 (c), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights
and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen
in DTR5.2.1 (d), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise
the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest
is created;
- in the circumstances foreseen
in DTR5.2.1 (e), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under
DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen
in DTR5.2.1 (f), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his
discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen
in DTR5.2.1 (g), the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen
in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy
to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided
for in DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity
referred to DTR5.2 unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the
disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).
vi The date on which threshold
is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification
obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting
rights held in the issuer shall be composed of all the shares, including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.
viii If the holding has fallen
below the lowest applicable threshold, please note that it might not be necessary to disclose the extent of the holding, only that the
new holding is below that threshold.
ix In case of combined holdings
of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting
rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant
box blank.
x Date of maturity/expiration of
the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument
has such a period – please specify this period – for example once every 3 months starting from [date].
xii In case of cash settled instruments
the number and percentages of voting rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).
xiii If the person subject to the
notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled
undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only
on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only in this way will
the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial
instruments are effectively held the chains have to be presented chain by chain by numbering each chain accordingly. Please see the below
example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
xv The names of controlled undertakings
through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous
notification.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 15, 2024
| |
His Majesty’s
Treasury, a department of His Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland |
| |
|
| |
By: |
/s/
George Barnes |
| |
|
Name:
|
George Barnes |
| |
|
Title: |
Deputy Director, Banking Assets & Resolution Strategy |
| |
|
| |
UK Government Investments
Ltd |
| |
|
| |
By: |
/s/
Holger Vieten |
| |
|
Name: |
Holger Vieten |
| |
|
Title: |
Director, Financial Institutions Group |
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