KSA sells secondary offering Saudi Aramco shares at SAR 27.25/share

Saudi Aramco announces launch of a secondary public offering

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 final offer price for the secondary public offering of ordinary shares (the “Offer Shares“) of the Company (the “Offering“) after concluding the bookbuilding process.

OFFERING HIGHLIGHTS

·    The Offering comprised a secondary public offering of 1.545 billion shares of the Company, representing approximately 0.64% of the Company’s issued shares.

·    The final offer price for both institutional and retail investors is SAR 27.25 per Offer Share (the “Final Offer Price“) based on the results of the bookbuilding process.

·    All shares offered to retail investors will be allocated based on a minimum allocation of 10 shares for each subscriber and with the remaining shares being allocated on a pro-rata basis with an average allocation factor of about 25.13%.

·    The retail offering was fully subscribed and received a total of 1,331,915 subscribers. Accordingly, 10% of the Offer Shares (excluding shares issued pursuant to the Over-allotment Option) will be allocated to retail investors and the remaining 90% of the Offer Shares will be allocated to institutional investors.

·    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, and will therefore cease to be exercisable on Tuesday, 9 July 2024. Assuming the exercise of the Over-allotment Option in full, the Offering will comprise approximately 0.70% of the Company’s issued shares.

An offering document in relation to the Offering (the “Offering Document“) has been published and is available at www.aramco.com/share-offering. For full details of the key Offering dates and the subscription and settlement process, please read the Offering Document.

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, Credit Suisse Saudi Arabia, part of the UBS Group, EFG Hermes KSA, Riyad Capital and Saudi Fransi Capital are acting as domestic joint bookrunners for the Offering (the “Domestic Bookrunners“).

·    BNP PARIBAS, BOCI Asia Limited and China International Capital Corporation Hong Kong Securities Limited are acting as foreign joint bookrunners (residing outside of the Kingdom) for the Offering (together with the Joint Global Coordinators and the Domestic Bookrunners, the “Bookrunners“).

·    SNB Capital Company is acting as the Lead Manager of the Offering. Alinma Bank, Al Rajhi Banking and Investment Corporation, Arab National Bank, Banque Saudi Fransi, Riyad Bank, Saudi Awwal Bank and The 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.

SETTLEMENT

The settlement process and delivery of the Offer Shares to institutional investors will be made by way of out-of-market negotiated trades that will be executed in accordance with the Saudi Exchange’s “Negotiated Trades” framework.

The settlement process for retail investors will be made via the Lead Manager and the Securities Depository Center Company (Edaa). The Offer Shares allocated to retail investors will be deposited to the investors portfolios / brokerage accounts with the associated Capital Markets Institution of the respective receiving entity.

The deposit of the Offer Shares allocated to institutional and retail investors will be completed before market open of the Saudi Exchange on Sunday, 9 June 2024, and accordingly both institutional and retail investors will be able to trade their Offer Shares upon opening of the Saudi Exchange on that day.

Surplus subscription amounts will be refunded to retail investors, equal to the difference between the price at which retail investors subscribed (SAR 29.0 per share) and the Final Offer Price of SAR 27.25 per share, in addition to surplus amounts for any shares that were not allocated to retail investors, if any, on Tuesday, 11 June 2024.

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

Retail investors may access further information on the Offering at www.aramco.com/share-offering.