Saudi government, Aramco announce final price of secondary public offering of common shares

The Government of the Kingdom of Saudi Arabia (the “Government”) and the Saudi Arabian Oil Company (“Saudi Aramco”), the world’s largest integrated energy and chemicals company (the “Company”), today announce the final price for the secondary public offering (the “Offering”) of shares. Ordinary shares in the company (“offering shares”) after the end of the book-building process.

Details

The offering represented a secondary public offering of 1.545 billion shares of the company’s stock, which represents approximately 0.64% of the company’s issued shares.

The final offering price for institutional subscribers and individual subscribers was set at 27.25 Saudi riyals per share (“final offering price”) based on the results of the book-building process.

All shares allocated to individual subscribers will be allocated so that each subscriber will be given at least 10 shares, and the remaining shares will be allocated on a pro rata basis with an average allocation of 25.13%.

The shares allocated to individual subscribers were fully subscribed, as the number of individual subscribers reached 1,331,915 subscribers. Accordingly, 10% of the offering shares (excluding shares issued under the additional allocation option) will be allocated to individual subscribers and the remaining 90% of the offering shares will be allocated to institutional subscribers.

For the purpose of enabling the Stabilizing Manager (as defined below) to cover short sales resulting from any additional allotment of shares, the Government has granted the Stabilizing Manager a call option (“additional allotment option”) or “greenshoe” whereby the Stabilizing Manager may Purchase from the government no more than 10% of the 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 financial market, which is expected to fall on Sunday, June 9, 2024 AD, and ending on Tuesday, June 9. July 2024 AD. If the price stabilization manager fully exercises the additional allotment option, the offering shares will then represent approximately 0.7% of the issuing company’s shares.

The offering document relating to the Offering (the “Offering Document”) has been published and is available at (www.aramco.com/share-offering). For complete information on the key event dates for the offering and the subscription and settlement process, please read the offering document.

Financial advisors, lead coordinators and bookrunners

Both M. were appointed. 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, Credit Suisse Saudi Arabia – a UBS Group company, EFG Hermes KSA and Riyad Capital – were all appointed Riyad Capital) and Saudi Fransi Capital (CapitalSaudi Fransi) as the local bookrunners for the Offering (“Local Bookrunners”).

BNP PARIBAS, BOCI Asia Limited and China International Capital Corporation Hong Kong Securities Limited have been appointed as international bookrunners (outside the Kingdom). In connection with the Offering (collectively, the International Coordinators and the Local Bookrunners 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 were 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”).

Settlement

The settlement process and delivery of the offering shares to the subscribing institutions will take place through negotiated trades outside the market, which will be implemented in accordance with the “negotiated trades” framework in the Saudi financial market.

The settlement process for individual subscribers will be done through the Subscription Manager and the Securities Depository Centers Company (Edaa). The offering shares will be deposited for individual subscribers in the subscribers’ wallets/brokerage accounts with the financial market institution associated with the receiving entity.

The deposit of the offering shares allocated to institutional subscribers and individual subscribers will be completed before the opening of the Saudi financial market on Sunday, June 9, 2024 AD. Accordingly, the institutional subscribers and individual subscribers will be able to trade the offering shares when the Saudi financial market opens on that day.

The surplus subscription funds will be returned to individual subscribers, equivalent to the difference between the price at which individual subscribers subscribed (29 Saudi riyals per share) and the final offering price of 27.25.