Saudi Aramco Base Oil Company announcement of its offering price range

Saudi Aramco Base Oil Company – Luberef (“Luberef” or the “Company”), one of the largest base oils producers in the world and the leading base oils producer in the Kingdom of Saudi Arabia (the “Kingdom”), today announces the price range for its initial public offering (“IPO” or the “Offering”) as well as the commencement of the book-building process for Participating Parties.

The price range for the Offering has been set between SAR 91 and SAR 99 per share (the “Price Range”). The book-building process for Participating Parties commences today, Sunday 4 December 2022G, and lasts for a period of six days ending on Friday 9 December 2022G. The final pricing of the Offer Shares will be announced on Sunday 11 December 2022G, after the end of the book-building period.

After the determination of the final price, the individual investors subscription will start. The offering period for Individual Investors will be for five days, commencing on Wednesday 14 December 2022G and ending at 5 pm on Sunday 18 December 2022G.

More information about the Company, the Offering and the subscription process is available in the Offering prospectus dated 24 December 2022G.

Background to the Offering:

• The CMA and Saudi Exchange approvals have been obtained for the offering and listing as outlined below:

• • An offer of 50,045,000 ordinary shares, representing 29.6562963% of the Company’s issued share capital of 168,750,000 shares by way of a sale of existing shares by Jadwa.
  • The Saudi Arabian Oil Company (“Saudi Aramco”) will not sell any of its Shares in the Offering and will continue to own 70% of Luberef’s share capital following completion of the Offering.
  • The Shares will be listed on the Main Market of the Saudi Exchange following the completion of the Offering and listing formalities with the CMA and the Saudi Exchange.
  • The Offer Shares will be offered for subscription to institutional investors, including institutional investors outside the United States in “offshore transactions” in accordance with Regulation S under the Securities Act, and individual investors.

o   A maximum of 12,511,250 ordinary shares, representing 25% of the total Offer Shares, will be allocated to individual investors. If individual investors do not subscribe for all the shares allocated to them, the Joint Financial Advisors (as defined below) may reduce the number of shares allotted to them in proportion to the number of shares for which they subscribed.

• With respect to the Offering, the Company appointed SNB Capital Company (“SNB Capital”), HSBC Saudi Arabia (“HSBC”), Citigroup Saudi Arabia (“Citigroup”) and Morgan Stanley Saudi Arabia (“Morgan Stanley”) to act as Joint Financial Advisors, Bookrunners, Global Coordinators and Underwriters (collectively the “Joint Financial Advisors”). In addition, the Company has appointed SNB Capital Company as Lead Manager (the “Lead Manager”) in relation to the Offering.
• The Saudi National Bank (SNB), Alrajhi Bank, Riyad Bank, Alinma Bank, ANB, the Saudi Investment Bank, Bank Albilad, Banque Saudi Fransi, SABB, Meem (Gulf International Bank) and Bank Aljazira have been appointed as receiving entities (collectively, the “Receiving Entities”) for the individual investors’ tranche.
• Moelis & Company UK LLP (“Moelis”) has been appointed as an Independent Advisor to Saudi Aramco.

• The Offering will be restricted to the following groups of subscribers:

• • Tranche (A): Participating Parties: this tranche comprises the parties entitled to participate in the book-building process as specified in the Instructions for Book Building Process and Allocation Method in Initial Public Offerings issued by the board of the CMA, which includes investment funds, companies, Qualified Foreign Investors, GCC corporate investors and certain other foreign investors pursuant to swap arrangements (collectively the “Participating Parties” and each a ”Participating Party”).  Participating Parties will initially be allocated fifty million forty-five thousand (50,045,000) Offer Shares, representing 100% of the total Offer Shares. If there is sufficient demand from the Individual Investors (as defined below), the Joint Financial Advisors, in consultation with the Company, will have the right to reduce the number of Offer Shares allocated to Participating Parties to a minimum of thirty-seven million five hundred thirty-three thousand and seven hundred and fifty (37,533,750) Shares, representing seventy five percent 75% of the Offer Shares.

• • Tranche (B): Individual Investors: this tranche comprises Saudi Arabian nationals, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi individual who can subscribe for her own benefit or in the names of her minor children on the condition that she proves that she is a divorcee or widow and the mother of her minor children, in addition to any non-Saudi natural person who is resident in the Kingdom, or GCC nationals, provided they have a bank account with one of the Receiving Entities and have the right to open an investment account (collectively, the “Individual Investors” and each a “Individual Investor”). A subscription for shares made by a person in the name of his divorcee will be deemed invalid and if a transaction of this nature is proved to have occurred, the law will be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be considered. A maximum of twelve million five hundred eleven thousand two hundred fifty (12,511,250) Shares, representing 25% of the total Offer Shares, will be allocated to Individual Investors. If Individual Investors do not subscribe for all the shares allocated to them, the Joint Financial Advisors may reduce the number of shares allotted to them in proportion to the number of shares for which they subscribed.

• • The Offer Shares will be offered to certain Qualified Foreign Investors or to foreign investors located outside the United States through swap agreements (SWAP). This class will subscribe outside the United States in “offshore transactions” in accordance with Regulation S under the US Securities Act. The Offer Shares have not and will not be registered under the US Securities Act or the securities laws of any state of the United States of America or under any other law or regulation outside the Kingdom. The Offer Shares may not be offered or sold in any jurisdiction other than the Kingdom, including the United States of America. This Offering may not be considered as an offer to sell or an invitation to purchase securities in any jurisdiction where this Offering is unlawful or is not permitted.

• Subscription Procedures for Participating Parties

• • Participating Parties registered in the Kingdom can obtain Bid Forms from the Joint Bookrunners during the book-building period. Participating Parties who are not registered in the Kingdom may bid through phone or email through the Joint Bookrunners without the need to complete and sign a Bid Form. The Joint Bookrunners will, after the approval of the CMA is obtained, offer the Offer Shares to Participating Parties during the book-building period only. Subscription Forms can be obtained from the Joint Financial Advisors after the provisional allocation. A signed Subscription Form must be submitted to one of the Joint Bookrunners, which represents a legally binding agreement between the Selling Shareholder and the Participating Party submitting the application. For more details, please refer to the Offering prospectus.

• Subscription Procedures for Individual Investors

• • Individual Investor Subscription Forms will be available during the Offering Period on the websites of the Receiving Entities offering this service. Individual Investors can also subscribe through the internet, telephone banking and ATMs of the Receiving Entities offering any or all such services to Individual Investors, provided that the following requirements are satisfied: (a) an Individual Investor must have a bank account with the Receiving Entity which offers such service; (b) there have been no changes to the personal information or data of the Individual Investor (by removal or addition of a family member) since such person last participated in an initial public offering; and (c) Individual Investors who are not Saudi Citizens or GCC nationals must have an account at one of the Capital Market Institution that offers such services. For more details, please refer to the Offering prospectus.

Expected Offering Timeline