UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 43)
NatWest Groupplc
(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)
August 29, 2024
(Date of Event Which Requires Filing of this Statement)
HM Treasury;
UK Government Investments Ltd
Names of Reporting Persons
Ifthe 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 pageshall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for anysubsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Explanatory note
: In lieuof providing the information called for by Schedule 13D, His
Majesty's Treasury is furnishing a copy of "TR-1: Notification ofMajor
Interest in Shares", which is the standard form for any notification required
to be delivered under the UK Disclosure Guidanceand Transparency Rules to
(among others) an issuer whose shares are admitted to trading on a UK
regulated market (and to the UK FinancialConduct Authority) following the
acquisition or disposal of certain interests in the shares or voting rights in
such issuer. This modifiedSchedule 13D is filed pursuant to no-action relief
granted by the Staff of the Securities and Exchange Commission in a no-action
letterdated 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 NatWest Group plc
ii
:
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 29August 2024
vi
:
6. Date on which issuer notified (DD/MM/YYYY): 29August 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights % of voting rights through Total of both in % Totalnumber of voting rights
attached to shares financial instruments (8.A + 8.B) held in issuer (8.A + 8.B)
(total of 8. A) (total of 8.B 1 + 8.B 2) vii
Resulting situation on the date on 17.97% 17.97% 5,968,022,944
which threshold was crossed or reached
Position of previous 18.99% 18.99%
notification (if
applicable)
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 Number of voting rights % of voting rights
ISIN code (if possible) ix
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary Shares of 5,968,022,944 17.97%
1.0769 each GB00BM8PJY71
SUBTOTAL 8. A 5,968,022,944 17
.97%
B1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting rights that may % of voting rights
instrument date Conversion Period be acquired if the instrument is
x xi exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or cash Number of % of voting rights
instrument date Conversion Period ettlement voting rights
x xi xii
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notificationobligation
(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 x
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
Name % of voting rights % of voting rights through Total of both if it equals or is
xv if it equals or is financial instruments if higher than the
higher than the it equals or is higher than notifiable threshold
notifiable threshold 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 17.97% 17.97%
His Majesty's Treasury
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 asnominee
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 (17.97%), has been calculated following the disposal by HMT
of 85,392,797 ordinary shares in NWG since its lastTR-1 notification on 05
August 2024, 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 29 August 2024
Notes
i
Pleasenote this form should be read jointly with the applicable Disclosure
Guidance and Transparency Rules Chapter 5 (DTR5) available on thefollowing
link:
https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii
Full name of the legal entityand further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic numberidentity). Indicate in the relevant section whether the issuer
is a non UK issuer.
iii
Other reason for the notificationcould be voluntary notifications, changes of
attribution of the nature of the holding (e.g. expiring of financial
instruments) or actingin concert.
iv
This should be the full nameof (a) the shareholder; (b) the natural person or
legal entity acquiring, disposing of or exercising voting rights in the cases
providedfor 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 referredto in
DTR5.3.1.
As the disclosure of cases of acting in concertmay vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concertby 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 toin DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be
mentioned:
- in the circumstances foreseenin DTR5.2.1 (b), the natural person or legal
entity that acquires the voting rights and is entitled to exercise them under
the agreementand the natural person or legal entity who is transferring
temporarily for consideration the voting rights;
- in the circumstances foreseenin DTR5.2.1 (c), the natural person or legal
entity holding the collateral, provided the person or entity controls the
voting rights anddeclares its intention of exercising them, and natural person
or legal entity lodging the collateral under these conditions;
- in the circumstances foreseenin 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 exercisethe voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life interestis
created;
- in the circumstances foreseenin DTR5.2.1 (e), the controlling natural person
or legal entity and, provided it has a notification duty at an individual
level underDTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of
those situations, the controlled undertaking;
- in the circumstances foreseenin 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 hisdiscretion, and the depositor of the shares allowing the
deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseenin DTR5.2.1 (g), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseenin DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has
given his proxyto the proxy holder allowing the latter to exercise the voting
rights at his discretion (e.g. management companies).
v
Applicable in the cases providedfor 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 entityreferred to DTR5.2 unless the percentage of voting rights held by
the shareholder is lower than the lowest notifiable threshold for
thedisclosure of voting rights holdings in accordance with national practices
(e.g. identification of funds managed by management companies).
vi
The date on which threshold iscrossed 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 rightsheld in the issuer shall be composed of all
the shares, including depository receipts representing shares, to which voting
rights areattached even if the exercise thereof is suspended.
viii
If the holding has fallen belowthe lowest applicable threshold, please note
that it might not be necessary to disclose the extent of the holding, only
that the new holdingis below that threshold.
ix
In case of combined holdingsof shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the votingrights
number and percentage into the direct and indirect columns - if there is no
combined holdings, please leave the relevantbox blank.
x
Date of maturity/expiration ofthe financial instrument i.e. the date when
right to acquire shares ends.
xi
If the financial instrument hassuch a period - please specify this period -
for example once every 3 months starting from [date].
xii
In case of cash settled instrumentsthe 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 thenotification obligation is either controlled
and/or does control another undertaking then the second option applies.
xiv
The full chain of controlledundertakings starting with the ultimate
controlling natural person or legal entity has to be presented also in the
cases, in which onlyon subsidiary level a threshold is crossed or reached and
the subsidiary undertaking discloses the notification as only in this way
willthe markets get always the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financialinstruments
are effectively held the chains have to be presented chain by chain by
numbering each chain accordingly. Please see the belowexample:
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 undertakingsthrough which the voting rights and/or
financial instruments are effectively held have to be presented irrespectively
whether the controlledundertakings cross or reach the lowest applicable
threshold themselves.
xvi
Example: Correction of a previousnotification.
SIGNATURE
After reasonable inquiryand to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 3, 2024
His Majesty'sTreasury, 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 InvestmentsLtd
By: /s/Holger Vieten
Name: Holger Vieten
Title: Director, Financial Institutions Group