UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
March 4, 2024
Commission File Number 001-10306
NatWest Group plc
Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
If "Yes" is marked, indicate below the
file number assigned to
the registrant in connection with Rule 12g3-2(b):
82-
This report on Form 6-K shall be deemed incorporated
by reference into the company’s Registration Statement on Form F-3 (File No. 333-261837) and to be a part thereof from the date
on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Explanatory Note
This report on Form 6-K/A is being filed
by NatWest Group plc (“NWG”) as an amendment to the report on Form 6-K dated March 1, 2024, relating to the closing of NWG’s
offering of USD 1,000,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the “Original Form 6-K”). The
purpose of this report on Form 6-K/A is to correct a clerical error in Exhibits 5.1 and 5.2 of the Original Form 6-K and therefore replace
Exhibits 5.1 and 5.2 filed with the Original Form 6-K in their entirety with the Exhibits 5.1 and 5.2 filed herewith.
Other than as expressly set forth above,
this Form 6-K/A does not amend, update or restate any other information in, or Exhibits filed with, the Original Form 6-K.
Index of Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto
duly authorized.
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NatWest Group plc
(Registrant) |
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| Date: March 4, 2024 |
By: |
/s/ Mark Stevens |
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Name: |
Mark Stevens |
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Title: |
Assistant Secretary |
Exhibit 5.1
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NatWest Group plc
36 St Andrew Square
Edinburgh
EH2 2YB |
CMS Cameron McKenna Nabarro Olswang LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
DX 553001, Edinburgh 18
Legal Post LP-2, Edinburgh 6
T +44 131 228 8000
F +44 131 228 8888
cms.law |
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1 March 2024 |
| Your ref |
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| Our ref |
STPH/EDN/RBG001 |
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Dear Sirs
$1,000,000,000 6.475% Fixed-to-Fixed Reset Rate
Subordinated Tier 2 Notes due 2034
We have acted as solicitors
in Scotland for NatWest Group plc (the Company) in connection with (i) the Underwriting Agreement dated as of 28 February
2024 (the Base Underwriting Agreement) between you and the representatives of certain underwriters (the Underwriters) under
which the Underwriters have severally agreed to purchase from the Company US$1,000,000,000 aggregate principal amount of the Company’s
6.475% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the Notes), and (ii) the Pricing Agreement dated as of
28 February 2024 (the Pricing Agreement and, together with the Base Underwriting Agreement, the Underwriting Agreement).
The Notes are to be issued
pursuant to an amended and restated indenture dated as of 4 December 2012 (the Base Indenture), as supplemented and amended by
an eighth supplemental indenture dated as of 1 March 2024, in each case between the Company and The Bank of New York Mellon, London Branch,
as trustee. The Base Indenture, as so supplemented and amended, is herein referred to as the Indenture.
We, as your solicitors, have examined originals
or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials
and other instruments as we have deemed necessary for the purposes of rendering this opinion.
On the basis of the foregoing, we advise you that,
in our opinion, the Notes have been duly authorized in accordance with the Indenture, and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to, and paid for, by the Underwriters in accordance with the terms of the Underwriting
Agreement, will constitute valid and binding obligations of the Company, enforceable against
UK - 690790395.2
CMS Cameron McKenna Nabarro Olswang LLP is a limited
liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which uses the word “partner”
to refer to a member, or an employee or consultant with equivalent standing and qualifications. It is authorised and regulated by the
Solicitors Regulation Authority of England and Wales with SRA number 423370. A list of members and their professional qualifications is
open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6AF. Members are either solicitors or registered
foreign lawyers. VAT registration number: 974 899 925. Further information about the firm can be found at cms.law
CMS Cameron McKenna Nabarro Olswang LLP is a member
of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms.
CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions.
CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other.
CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name “CMS”
and the term “firm” are used to refer to some or all of the member firms or their offices. Further information can be found
at www.cmslegal.com
Notice: the firm does not accept service by e-mail
of court proceedings, other processes or formal notices of any kind without specific prior written agreement.
the Company in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally (including the Banking Act 2009 and
any secondary legislation, instruments or orders made, or which may be made, under it) and equitable principles of general applicability.
The foregoing opinion is limited to the present
laws of Scotland. We have made no investigation of the laws of any jurisdiction other than Scotland and neither express nor imply any
opinion as to any other laws and in particular the laws of the State of New York and the laws of the United States of America, and our
opinion is subject to such laws including the matters stated in the opinion of Davis Polk & Wardwell London LLP dated 1 March 2024,
to be filed on Form 6-K concurrently with this opinion. The laws of the State of New York are the chosen governing law of the Notes, and
we have assumed that the Notes constitute valid, binding and enforceable obligations of the Company, enforceable against the Company in
accordance with their terms, under such laws.
We hereby consent to the filing of this opinion
as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended.
Yours faithfully
/s/ Partner,
for and on behalf of CMS Cameron McKenna Nabarro Olswang LLP
CMS Cameron McKenna Nabarro Olswang LLP
Exhibit 5.2
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Davis Polk & Wardwell London llp
5 Aldermanbury Square
London EC2V 7HR
davispolk.com
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NatWest Group plc
Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
Ladies and Gentlemen:
We have acted as special United States counsel for NatWest Group plc
(the “Company”), a public limited company organized under the laws of Scotland, in connection with (i) the Underwriting
Agreement dated as of February 28, 2024 (the “Base Underwriting Agreement”) among the Company and the several underwriters
listed in Schedule I to the Pricing Agreement (collectively, the “Underwriters”), under which the Underwriters have
severally agreed to purchase from the Company $1,000,000,000 aggregate principal amount of its Fixed-to-Fixed Reset Rate Subordinated
Tier 2 Notes due 2034 (the “Notes”) and (ii) the Pricing Agreement dated as of February 28, 2024 related thereto (the
“Pricing Agreement” and, together with the Base Underwriting Agreement, the “Underwriting Agreement”).
The Company has filed with the Securities and Exchange Commission a Registration Statement on Form F-3 (File No. 333-261837) (the “Registration
Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”),
certain securities, including the Notes. The Notes are to be issued pursuant to the provisions of the Subordinated Debt Securities Indenture
dated as of December 4, 2012 (the “Original Base Indenture”), as amended and supplemented by the First Supplemental
Indenture dated as of December 4, 2012 (the “First Supplemental Indenture”), the Fourth Supplemental Indenture dated
as of May 28, 2014 (the “Fourth Supplemental Indenture”) and the Sixth Supplemental Indenture dated August 19, 2020
(the “Sixth Supplemental Indenture” and, together with the Original Base Indenture, the First Supplemental Indenture
and the Fourth Supplemental Indenture, the “Base Indenture”) and the Eighth Supplemental Indenture with respect to
the Notes dated as of March 1, 2024 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), in each case between the Company and The Bank of New York Mellon, London Branch, as trustee.
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinions expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Securities and Exchange Commission
through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting
changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all signatures on all documents that
we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in
certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made
by the Company as to matters of fact in the documents that we reviewed or that were otherwise made to us by the Company were and are accurate.
Davis Polk & Wardwell London LLP
is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors
Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities
Based upon the foregoing and subject to
the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming that the Notes have been duly
authorized, executed and delivered by the Company insofar as Scots law is concerned, the Notes (other than the terms expressed
to be governed by Scots law as to which we express no opinion), when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms.
In connection with the opinion expressed above, we have assumed that
the Company validly exists as a public limited company under the laws of Scotland. In addition, we have assumed that the Indenture and
the Notes (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto. We have
also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate
powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents
of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene,
or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement
or other instrument binding upon such party.
Our opinion is subject to (i) the effects of applicable bankruptcy,
insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability and (ii) possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting
creditors’ rights.
We express no opinion with respect to the provisions in the Notes relating
to the acknowledgement of and consent to the exercise of any U.K. bail-in power (as defined therein) or Article 4 of the Eighth Supplemental
Indenture.
We are members of the Bar of the State of New York, and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States. Insofar
as the foregoing opinion involves matters governed by Scots law, we have relied, without independent inquiry or investigation, on the
opinion of CMS Cameron McKenna LLP, special legal counsel in Scotland for the Company, dated as of March 1, 2024, to be filed on Form
6-K concurrently with this opinion.
We hereby consent to the filing of this opinion as an exhibit to a report
on Form 6-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In giving
this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell London LLP
Davis Polk & Wardwell London LLP
NatWest (NYSE:NWG)
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