Saudi Arabia plans to sell 0.64% stake in Aramco

The Government of the Kingdom of Saudi Arabia (and the 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 common shares in the company, and this will start on Sunday, 11/25/1445 AH (corresponding to 06/02/2024 AD).

Offering details

• The Offering represents a secondary public offering of 1.545 billion shares of the Company’s stock (“Offering Shares”), which represents approximately 0.64% of the Company’s issued shares.
• The offering process will begin on Sunday, 11/25/1445 AH (corresponding to 06/02/2024 AD). (For further details, please see the timeline (dates of key offering events) set out below.)
• The price range for the offering shares is expected to be between 26.7 Saudi riyals and 29 Saudi riyals per share.
• To enable the Stabilizing Manager (as defined below) to cover short sales resulting from any additional allocation of shares, the Government has granted the Stabilizing Manager a call option (“additional allotment option”) or “greenshoe” whereby the Stabilizing Manager may purchase from Government shares shall not exceed 10% of the total number of offering shares at the final offering price. The Price Stabilization Manager has the right to exercise the additional allocation option, in whole or in part, by providing notice within a period of 30 calendar days starting from the date of the start of trading of the offering shares in the Saudi Stock Exchange, which is expected to fall on Sunday 12/03/1445 AH (corresponding to 06/09). / 2024 AD). If the price stabilization manager fully exercises the additional allocation option, the offering shares will then represent approximately 0.7% of the issuing company’s shares.
• In accordance with the Subscription Book Management Agreement and Coordination Agreement, the government and the Company are prohibited from selling the Company’s shares and the Company is prohibited from issuing new shares in the Company for a period of six months from the date of completion of the offering, which is expected to fall on Tuesday 12/05/1445 AH (corresponding to 06/11/2024 AD). ), except under certain exceptions or if the international coordinators waive this requirement (as defined below).
• Subscribing institutions in the Kingdom of Saudi Arabia (“the Kingdom”) and subscribing institutions located outside the Kingdom that are eligible in accordance with the rules regulating foreign investment in listed securities are entitled to subscribe to the offering shares, in addition to eligible individual subscribers in the Kingdom and other Gulf Cooperation Council countries. The offering will be conducted outside the Kingdom in accordance with Regulation S under the US Securities Act of 1933, as amended (“US Securities Act”).
• The company intends to hold a series of meetings related to the offering process with the subscribing institutions, starting from Sunday, 11/25/1445 AH (corresponding to 06/02/2024 AD) until Thursday, 11/29/1445 AH (corresponding to 06/06/2024 AD).
• 5 million offering shares representing 10% of the number of offering shares (excluding shares issued under purchase option shares) will be allocated to individual subscribers – provided that there is sufficient demand from individual subscribers. An announcement will be issued if there is a change or update to the terms and conditions of the offering, including the number of offering shares. However, there will be no amendment to the number of offering shares allocated to individual subscribers.
• The government will receive the full net proceeds from the offering and will compensate the company for all offering expenses. Accordingly, the company will not receive any proceeds from the offering, and the offering will not result in any reduction in the percentage of shares owned by other shareholders in the company.
• The offering document in connection with the Offering (the “Offering Document”) will be published later during the day and will be available at (www.aramco.com/share-offering).

Financial advisors, lead coordinators and bookrunners

• Both M. M. Klein and Company and Moelis & Company UK LLP acted as independent financial advisors to the Offering (“Independent Financial Advisors”).
• Citigroup Saudi Arabia, Goldman Sachs Saudi Arabia, HSBC Saudi Arabia, J.P. Morgan Saudi Arabia Company, and Merrill Lynch have all been appointed to the Kingdom. Merrill Lynch Kingdom of Saudi Arabia, Morgan Stanley Saudi Arabia and SNB Capital Company acted as international coordinators and bookrunners for the offering (“International Coordinators”).
• Al Rajhi Capital, Riyad Capital, and Saudi Fransi Capital have been appointed as the local bookrunners for the offering (collectively, together with the international coordinators, they are referred to as the “bookrunners”).
• National Bank Capital Company (SNB Capital Company) was appointed as lead manager for the offering. The First Saudi Bank (SAB), Alinma Bank, Arab National Bank, Saudi National Bank, and Al Rajhi Bank were also appointed. Riyad Bank and Banque Saudi Fransi are the recipients of the offering. Merrill Lynch Kingdom of Saudi Arabia has also been appointed as the price stabilization manager for the offering (“Price Stabilization Manager”).