NatWest Group plc
Full Lot
Price as of 03 Oct 2026, 1:17am
Odd Lot
Price as of 03 Oct 2026, 1:17am
Ask Yield to Worst
Bid Yield to Worst
Ask Yield to Maturity
Bid Yield to Maturity
Bond Issuer
NatWest Group plc
Guarantor
-
Announcement Date
27 May 2026
Issue Date
03 Jun 2026
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 9.674
Modified Duration
6.678 @ 02 Oct 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.500
Coupon Type
Variable
Annual Coupon Rate
7.500
Coupon Frequency
Quarterly
Seniority
Junior Subordinated
Capital Structure
Additional Tier 1
Reference Rate
Reset Date: 03 December 2036 and every 5 years thereafter
Reset Rate: UK Gilts 5 Years Rate + Initial Margin (2.648%)
ISIN
XS3394864766
CUSIP
DL2141414
Bond Currency
GBP
Total Issue Size
500,000,000
Min. Investment Quantity (Nominal)
GBP 200,000
Incremental Quantity (Nominal)
GBP 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A+
Bond Credit Rating (S&P/ Fitch)
***/ BBB
Shariah Compliant
No
Exchange Listed
Others
Bail-in
Agreement and acknowledgement with respect to the exercise of the UK Bail-in Power
Notwithstanding and to the exclusion of any other term of these Conditions or any other agreements, arrangements, or understandings between the Issuer and any Holder (or the Trustee on behalf of the Holders), by its acquisition of Contingent Capital Notes, each Holder acknowledges and accepts that the Amounts Due arising under the Contingent Capital Notes may be subject to the exercise of any UK Bail-in Power by the Resolution Authority, and acknowledges, accepts, agrees to be bound by, and consents, to the exercise of any UK Bail-in Power by the Resolution Authority which may result in:
(i) the reduction of all, or a portion, of the Amounts Due;
(ii) the conversion of all, or a portion, of the Amounts Due into ordinary shares or other securities or other obligations of the Issuer or another person (and the issue to or conferral on the Holder of such shares, securities or obligations);
(iii) the cancellation of the Contingent Capital Notes; and/or
(iv) the amendment or alteration of the maturity of the Contingent Capital Notes, or amendment of the amount of interest due on the Contingent Capital Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period,
which UK Bail-in Power may be exercised by means of amendment, modification or variation of the terms of the Contingent Capital Notes solely to give effect to the exercise by the Resolution Authority of such UK Bail-in Power.
Automatic Conversion Upon Conversion Trigger Event
Upon the occurrence of the Conversion Trigger Event, the Automatic Conversion will occur on the Conversion Date and all of the Issuer's obligations under the Contingent Capital Notes shall be irrevocably and automatically released in consideration of the Issuer's issuance and delivery of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient in accordance with the terms of the Contingent Capital Notes) on the Conversion Date at the Conversion Price, and under no circumstances shall such released obligations be reinstated. The Conversion Date shall occur without delay upon, and in any event within one month of, the occurrence of a Conversion Trigger Event.
The Settlement Shares to be issued and delivered shall be so issued and delivered on terms permitting a Settlement Shares Offer and shall, except where the Issuer has been unable to appoint a Settlement Share Depository and/or as otherwise provided herein, initially be registered in the name of the Settlement Share Depository, which, subject to a Settlement Shares Offer, shall hold such Settlement Shares on behalf of the Holders. By virtue of its holding of any Contingent Capital Notes, each Holder shall be deemed to have irrevocably directed the Issuer to issue and deliver the Settlement Shares corresponding to the conversion of its holding of Contingent Capital Notes to the Settlement Share Depository (or to such other relevant recipient).
Upon its determination that a Conversion Trigger Event has occurred, the Issuer shall immediately inform the PRA of the occurrence of a Conversion Trigger Event and shall deliver a Conversion Trigger Notice to the Trustee, the Principal Paying Agent and to the Holders.
Conversion Trigger Event
A "Conversion Trigger Event" shall occur at any point in time at which the CET1 Ratio (as defined herein) of the Regulatory Group is less than 7.00 per cent.
Conversion Price
The Conversion Price of the Contingent Capital Notes is fixed at £1.764 per Settlement Share, subject to certain anti-dilution adjustments (the "Conversion Price").
Interest payments discretionary
Interest on the Contingent Capital Notes is due and payable only at the full discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any Interest Payment Date. If the Issuer does not make an interest payment on the relevant Interest Payment Date (or if the Issuer elects to make a payment of a portion, but not all, of such interest payment), such non-payment shall evidence the Issuer's exercise of its discretion to cancel such interest payment (or the portion of such interest payment not paid), and accordingly such interest payment (or the portion thereof not paid) shall not be or become due and payable.
If the Issuer provides notice to cancel a portion, but not all, of an interest payment and the Issuer subsequently does not make a payment of the remaining portion of such interest payment on the relevant Interest Payment Date, such non-payment shall evidence the Issuer's exercise of its discretion to cancel such remaining portion of the interest payment, and accordingly such remaining portion of the interest payment shall also not be or become due and payable.
Agreement to interest cancellation
By its acquisition of the Contingent Capital Notes, each Holder acknowledges and agrees that:
(i) interest is payable solely at the discretion of the Issuer, and no amount of interest shall become due and payable in respect of the relevant interest period to the extent that it has been (x) cancelled (in whole or in part) by the Issuer at its sole discretion and/or (y) deemed cancelled (in whole or in part) including as a result of the Issuer having insufficient Distributable Items or failing to satisfy the Solvency Condition; and
(ii) a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with these Conditions shall not constitute a default in payment or otherwise under these Conditions or the Trust Deed.
(d) Effect of interest cancellation
Interest will only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemed cancelled in accordance with these Conditions. Any interest cancelled or deemed cancelled (in each case, in whole or in part) in such circumstances shall not be due and shall not accumulate or be payable at any time thereafter, and Holders shall have no rights thereto or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation in respect of the Contingent Capital Notes. The Issuer may use such cancelled payments without restriction to meet its obligations as they fall due.
Notice of interest cancellation
If practicable, the Issuer shall provide notice of any cancellation or deemed cancellation of interest (in whole or in part) to the Holders in accordance with Condition 16 (Notices) and to the Trustee and the Principal Paying Agent directly on or prior to the relevant Interest Payment Date. Any delay in giving or failure to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation or deemed cancellation of interest (and accordingly, such interest will not be due and payable), or give Holders any rights as a result of such failure.
Subject to paragraph (f) (Pre-conditions to redemption, purchase, substitution or variation) below, the Issuer may, at the Issuer's option and in its sole discretion, redeem the Contingent Capital Notes, in whole but not in part, on (i) any day falling in the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date or (ii) any Reset Date thereafter, in each case at 100 per cent. of their principal amount, together with any Accrued Interest to (but excluding) the date fixed for redemption.
First Call Date : 03 June 2036.
Subject to paragraph (f) (Pre-conditions to redemption, purchase, substitution or variation) below, the Issuer may, at the Issuer's option and in its sole discretion, at any time redeem the Contingent Capital Notes, in whole but not in part, at a redemption price equal to 100 per cent. of the principal amount of the Contingent Capital Notes together with any Accrued Interest to (but excluding) the date fixed for redemption, if at any time on or after the Issue Date, a Capital Disqualification Event has occurred.
Before the publication of any notice of redemption pursuant to this paragraph (c) (Redemption for Capital Disqualification Event), the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer stating that the condition for redemption pursuant to this paragraph (c) (Redemption for Capital Disqualification Event) has occurred, and the Trustee shall be entitled to accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the Holders.
A "Capital Disqualification Event" shall be deemed to have occurred if the Issuer determines that, as a result of any amendment to, or change in the regulatory classification of the Contingent Capital Notes under the Capital Regulations (or the official interpretation thereof), in any such case becoming effective on or after the Issue Date, the whole or part of the Contingent Capital Notes are, or are likely to be, excluded from the Tier 1 Capital (as defined in the Capital Regulations) of the Issuer and/or the Tier 1 Capital of the Regulatory Group.
Cash Flow Information