**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION IS UNLAWFUL**
This announcement is not a prospectus and not an offer of
securities for sale or subscription in any jurisdiction, including
in or into the United States, Canada, Japan, Australia or South
Africa. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction. Any offer to
acquire shares pursuant to the proposed offering will be made, and
any investor should make its investment decision, solely on the
basis of the information that is contained in the offering document
to be published by Saudi Arabian Oil Company (Saudi Aramco). Copies
of the offering document will be available on the Company's website
at www.aramco.com/share-offering.
30
May
2024
THE GOVERNMENT OF THE KINGDOM
OF SAUDI ARABIA AND SAUDI ARAMCO ANNOUNCE THE LAUNCH OF A SECONDARY
PUBLIC OFFERING OF
ORDINARY SHARES OF SAUDI ARAMCO
The Government of the Kingdom of
Saudi Arabia (the "Government") and Saudi Arabian Oil
Company (Saudi Aramco), the world's largest integrated energy and
chemicals company (the "Company"), today announce the launch of
a secondary public offering of ordinary shares of the Company (the
"Offering") by the
Government that will commence on Sunday, 2 June 2024.
OFFERING HIGHLIGHTS
·
The Offering comprises a secondary public offering
of 1.545 billion shares of the Company (the "Offer Shares"), representing
approximately 0.64% of the Company's issued shares.
·
The Offering will commence on Sunday, 2 June 2024
(for more details, please refer to the timetable (Key Offering Dates) set forth
below).
·
The price range for the Offer Shares is expected
to be between SAR 26.70 and SAR 29.00 per share.
·
For the purposes of allowing the Stabilizing
Manager (as defined below) to cover short positions resulting from
any over-allotments, the Government has granted the Stabilizing
Manager an option (the "Over-allotment Option") or "greenshoe",
pursuant to which the Stabilizing Manager may purchase from the
Government up to 10% of the number of Offer Shares, at the final
offer price. The Over-allotment Option will be exercisable in whole
or in part upon notice by the Stabilizing Manager, at any time on
or before 30 calendar days after the commencement of trading of the
Offer Shares on the Saudi Exchange, which is expected to be Sunday,
9 June 2024. Assuming the exercise of the Over-allotment Option in
full, the Offering will comprise approximately 0.70% of the
Company's issued shares.
·
Pursuant to the Bookrunners' Agreement and the
Coordination Agreement, the Government and the Company will be
restricted from disposing of the Company's shares and the Company
will be restricted from issuing or disposing of new shares, in each
case, for six months following the closing date of the Offering,
which is expected to be Tuesday, 11 June 2024, subject to certain
exceptions and unless waived by the Joint Global Coordinators (as
defined below).
·
The Offering will be made to institutional
investors in the Kingdom of Saudi Arabia, institutional investors
located outside the Kingdom of Saudi Arabia who are qualified in
accordance with the Rules for Foreign Investment in Securities to
invest in listed securities and eligible retail investors in the
Kingdom of Saudi Arabia and other GCC countries. Outside the
Kingdom, the Offering will be made in compliance with Regulation S
under the US Securities Act of 1933, as amended (the "US Securities Act").
·
In relation to the Offering, Saudi Aramco intends
to conduct a series of meetings with institutional investors from
Sunday, 2 June to Thursday, 6 June 2024.
·
154.5 million Offer Shares, representing 10% of
the number of Offer Shares (excluding shares issued pursuant to the
Over-allotment Option), will be allocated to retail investors,
subject to receiving sufficient demand from retail investors. If
there are any updates or amendments to the terms and conditions
applicable to the Offering, including the number of Offer Shares,
an announcement will be made. However, no amendments will be
made to the number of Offer Shares allocated to retail
investors.
·
The Government will receive all of the net
proceeds of the Offering and will reimburse the Company for all
fees, costs and expenses it incurs in connection with the Offering.
Accordingly, the Company will not receive any of the proceeds of
the Offering and the Offering will not result in any dilution of
the shares of the other shareholders of the Company.
An offering document in relation to
the Offering (the "Offering
Document") will be published later today and will be
available at www.aramco.com/share-offering.
ADVISORS AND OFFERING
SYNDICATE
·
M. Klein and Company and Moelis & Company UK
LLP are acting as Independent Financial Advisors (the "IFAs") for the Offering.
·
Citigroup Saudi Arabia, Goldman Sachs Saudi
Arabia, HSBC Saudi Arabia, J.P. Morgan Saudi Arabia Company,
Merrill Lynch Kingdom of Saudi Arabia, Morgan Stanley Saudi Arabia
and SNB Capital Company are acting as joint global coordinators and
joint bookrunners (the "Joint
Global Coordinators") for the Offering.
·
Al Rajhi Capital, Riyad Capital and Saudi Fransi
Capital are acting as domestic joint bookrunners for the Offering
(together with the Joint Global Coordinators, the "Bookrunners").
·
SNB Capital Company is acting as the Lead Manager
of the Offering. Alinma Bank, Alrajhi Banking and Investment
Corporation, Arab National Bank, Banque Saudi Fransi, Riyad Bank,
Saudi Awwal Bank and Saudi National Bank are acting as the
receiving entities for the Offering. Merrill Lynch Kingdom of Saudi
Arabia is acting as the stabilizing manager (the "Stabilizing Manager") for the
Offering.
Key
Offering Dates
|
|
Announcement of the launch of the Offering
|
Before 9:00 a.m. (Riyadh
time) on Sunday, 2 June 2024.
|
Book-building period for
institutional investors
|
A period starting at 9:00
a.m. (Riyadh time) on Sunday, 2 June 2024 and ending at 5:00 p.m.
(Riyadh time) on Thursday, 6 June 2024.
|
Subscription period for
retail investors
|
A period starting at 9:00
a.m. (Riyadh time) on Monday, 3 June 2024 and ending at
5:00 p.m. (Riyadh Time) on Wednesday, 5 June, 2024.
|
Announcement of the final
offer price
|
Friday, 7 June 2024.
|
Announcement of the final
allocation of the Offer Shares for institutional investors and
retail investors
|
Friday, 7 June 2024.
|
Deadline for completion of
the execution of the negotiated trades
|
Sunday, 9 June 2024 prior to
the commencement of trading on the Saudi Exchange.
|
Deadline for the deposit of
the shares into retail investors' investment portfolio
|
Sunday, 9 June 2024 prior to
the commencement of trading on the Saudi Exchange.
|
Expected commencement of
trading in the Offer Shares
|
Investors are expected to be
able to commence trading in the Offer Shares on the Saudi Exchange
after the negotiated trades of the institutional investors are
executed and retail investors' shares are deposited in their
respective investment portfolios on Sunday, 9 June 2024.
|
Deadline for the refund of
excess subscription amounts (or as applicable, full subscription
amounts) (if any) for retail investors
|
Tuesday, 11 June 2024.
|
The announcement of the cash
settlement and refund of the excess subscription amounts (or as
applicable, full subscription amounts) (if any)
|
Tuesday, 11 June 2024.
|
The announcement of the
completion of the Offering and the total final Offering value
|
Tuesday, 11 June 2024.
|
Stabilization Period
|
From Sunday, 9 June 2024
until Tuesday, 9 July 2024.
|
For full details of the key Offering
dates and subscription process, please read the Offering
Document.
COMPANY OVERVIEW
The Company is the world's largest
integrated energy and chemicals company. It seeks to enhance its
preeminent upstream position by maintaining its oil and growing its
gas production capacity and continuing to pursue integration of its
upstream and downstream operations to secure demand for its crude
oil. It is continuing to enhance the resilience and strategic
integration of its refining and chemicals portfolios to capture
additional value across the hydrocarbon value chain and to improve
the balance of its fuels and chemicals production. The Company aims
to grow its business sustainably by leveraging technology and
innovation to continue to lower its climate impact and by
undertaking low carbon energy and sustainability initiatives
throughout its operations both in the Kingdom of Saudi Arabia and
abroad with international partners.
FOR
FURTHER INFORMATION
Investors may access further
information on the Offering at www.aramco.com/share-offering.
CONTACT
Investor Relations:
investor.relations@aramco.com
Media Relations:
media.inquiries@aramco.com
DISCLAIMER
The information contained in this
announcement is for background purposes only and does not purport
to be full or complete, nor does it constitute or form part of any
invitation or inducement to engage in any investment activity, nor
does it constitute an offer or invitation to buy or subscribe for
any securities in any jurisdiction, including the United States, or
a recommendation in respect of buying, holding or selling any
securities. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy,
fairness or completeness. The contents of this announcement are not
to be construed as legal, financial or tax advice. None of the
Government, the Company or the Bookrunners or their respective
affiliates undertake to provide the recipient of this announcement
with any additional information, or to update this announcement or
to correct any inaccuracies, and the distribution of this
announcement shall not be deemed to be any form of commitment on
the part of the Government, the Company or the Bookrunners to
proceed with the Offering or any transaction or arrangement
referred to therein. The information in this announcement is
subject to change. This announcement has not been approved by any
competent regulatory authority.
The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer
for sale of securities of the Company directly or indirectly in or
into the United States, Australia, Canada, Japan, South Africa or
in any jurisdiction which such offer is unlawful. The shares
referred to herein may not be offered or sold in the United States.
The Company has not registered and does not intend to register any
portion of the shares subject to the Offering under the US
Securities Act or the laws of any state in the United States or to
conduct a public offering of any securities in the United States or
under the applicable securities laws of Australia, Canada, Japan or
South Africa. Copies of this announcement are not being, and may
not be, distributed, forwarded or otherwise sent, directly or
indirectly, in or into the United States. Subject to certain
exceptions, the shares referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa, or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa.
In any member state of the European
Economic Area ("EEA"), this
announcement and any offer if made subsequently is, and will be,
directed only at persons who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation
(EU) 2017/1129) and amendments thereto (the "Prospectus Regulation").
In the United Kingdom, this
announcement is only being distributed to and is directed at
"qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") who are also
persons (a) having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act (Financial Promotion) Order 2005, as amended (the
"Order"); (b) who are high
net worth entities described in Article 49(2) (a) to (d) of the
Order; or (c) other persons to whom they may lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). Any
investment or investment activity to which this announcement
relates will only be available to and will only be engaged in with
Relevant Persons. Any person who is not a Relevant Person should
not act or rely on this announcement or any of its
contents.
This announcement is not an offer
document for the purposes of the Rules on the Offer of Securities
and Continuing Obligations (OSCO Rules) and should not be construed
as such. The Capital Markets Authority and the Saudi Exchange do
not take any responsibility for the contents of this announcement,
do not make any representations as to its accuracy or completeness,
and expressly disclaim any liability whatsoever for any loss
arising from, or incurred in reliance upon, any part of this
announcement.
The Offering Document is the sole
legally binding document containing information about the Company
and the Offering. In the event of any discrepancy between this
announcement and the Offering Document, the Offering Document will
prevail.
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Offer
Shares have been subject to a product approval process, which has
determined that the Offer Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, "distributors"
(for the purposes of the UK Product Governance Requirements) should
note that: the price of the Shares may decline and investors could
lose all or part of their investment; the Offer Shares offer no
guaranteed income and no capital protection; and an investment in
the Offer Shares is compatible only with investors who do not need
a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Offering. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Offer Shares. Each
distributor is responsible for undertaking its own UK Target Market
Assessment in respect of the Shares and determining appropriate
distribution channels.
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Offer Shares have been subject to a product approval process,
which has determined that the Offer Shares are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the
"Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Offer Shares may
decline and investors could lose all or part of their investment;
the Offer Shares offer no guaranteed income and no capital
protection; and an investment in the Offer Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offering. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Offer Shares. Each distributor is responsible for
undertaking its own Target Market Assessment in respect of the
Offer Shares and determining appropriate distribution
channels.
This announcement may include
statements that are, or may be deemed to be, "forward-looking
statements" with respect to the Company's financial position,
results of operations and business and certain of the Company's
plans, intentions, expectations, assumptions, goals and beliefs.
These statements include all matters that are not historical fact
and generally, but not always, may be identified by the use of
words such as "believes", "expects", "are expected to",
"anticipates", "intends", "estimates", "should", "will", "shall",
"may", "is likely to", "plans" or similar expressions, including
variations and the negatives thereof or comparable terminology. Any
forward-looking statements reflect the Company's current view with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth or strategies.
Many factors could cause the actual results to differ materially
from those contained in projections or forward-looking statements
of the Company, including, among other things, risks specifically
related to the Company and its operations, the development of
global economic and industry conditions, and the impact of
economic, political and social developments in Saudi Arabia.
Forward-looking statements speak only as of the date they are made.
Each of the Company, the Bookrunners and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
There is no guarantee that the
Offering will occur and you should not base your financial
decisions on the Company's intentions in relation to the Offering
at this stage. Acquiring shares to which this announcement relates
may expose an investor to a significant risk of losing the entire
amount invested. Persons considering investment should consult an
investment advisor or an authorized person specializing in advising
on such investments as to the suitability of the Offering for the
person concerned.
The Bookrunners are acting exclusively for the
Government and the Company and no one else in connection with the
Offering. They will not regard any other person as their
client in relation to the Offering and will not be responsible to
anyone other than the Government and the Company for providing the
protections afforded to their clients nor for providing advice in
relation to the Offering, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
The contents of this announcement
have been prepared by and are the sole responsibility of the
Company. None of the Bookrunners, IFAs or any of their respective
affiliates or their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Government, the Company or their affiliates,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
In connection with the Offering of
the shares, the Bookrunners and any of their affiliates, may take
up a portion of the shares in the Offering as a principal position
and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Offering or
otherwise. Accordingly, references in the Offering Document, once
published, to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, the Bookrunners and any of their affiliates acting in
such capacity. In addition the Bookrunners and any of their
affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which the Bookrunners and any of their affiliates may from
time to time acquire, hold or dispose of shares. The Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
In member states of the EEA, this
announcement and any offer of the securities referred to herein in
any member state of the EEA will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a
prospectus for offers of the securities. Accordingly, any person
making or intending to make an offer of the securities in a member
state may only do so in circumstances in which no obligation arises
for the Company to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation. The Company has not authorized and does
not authorize the making of any offer of the securities in
circumstances in which an obligation arises for the Company to
publish a prospectus for such offer.
In the United Kingdom, this
announcement and any offer of the securities referred to herein in
the United Kingdom will be made pursuant to an exemption under the
UK Prospectus Regulation from the requirement to publish a
prospectus for offers of the securities. Accordingly, any person
making or intending to make an offer of securities in the United
Kingdom may only do so in circumstances in which no obligation
arises for the Company to publish a prospectus pursuant to Article
3 of the UK Prospectus Regulation. The Company has not authorized
and does not authorize the making of any offer of the securities in
circumstances in which an obligation arises for the Company to
publish a prospectus for such offer.