REG - Saudi Arabian Oil Co - Intention to Launch a Secondary Public Offering

Moelis & CoAnnouncement

31/05/2024 08:15

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RNS Number : 5520Q  Saudi Arabian Oil Company  30 May 2024

 

**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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
(http://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 (http://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      Friday, 7 June 2024.
 investors and retail investors
 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        Sunday, 9 June 2024 prior to the commencement of trading on the Saudi
 portfolio                                                                       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  Tuesday, 11 June 2024.
 subscription amounts) (if any) for retail investors
 The announcement of the cash settlement and refund of the excess subscription   Tuesday, 11 June 2024.
 amounts (or as applicable, full subscription amounts) (if any)
 The announcement of the completion of the Offering and the total final          Tuesday, 11 June 2024.
 Offering value
 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 (http://www.aramco.com/share-offering) .

CONTACT

Investor Relations: investor.relations@aramco.com
(mailto:investor.relations@aramco.com)

Media Relations: media.inquiries@aramco.com
(mailto: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.

 

 

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