(Saudi Aramco) Prospectus a Joint Stock Company by Virtue of Council of Ministers Resolution No
Total Page:16
File Type:pdf, Size:1020Kb
IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the International Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the International Offering Circular. In accessing the International Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. You acknowledge that the attached International Offering Circular is confidential and intended only for you and you agree you will not forward, reproduce, copy, download or publish the attached International Offering Circular (electronically or otherwise) to any other person. The International Offering Circular and the offer when made are only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). In addition, the International Offering Circular and the offer when made are only addressed to and directed at persons inside the United Kingdom who are (a) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the issue or sale of any securities of Saudi Aramco may otherwise lawfully be communicated or caused to be communicated (all such persons in (1) and (2) above being “relevant persons”). This International Offering Circular must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this International Offering Circular relates is available (i) in the United Kingdom, only to relevant persons and (ii) in any member state of the EEA, only to Qualified Investors, and such activity will be engaged in only with such persons. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, OTHER THAN THE KINGDOM OF SAUDI ARABIA, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE FOLLOWING INTERNATIONAL OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE INTERNATIONAL OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: By accessing the International Offering Circular, you shall be deemed to have represented to us that (1) (a) you are, or are acting on behalf of, a person that is purchasing the securities in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act or (b) a Qualified Institutional Buyer (“QIB”) (within the meaning of Rule 144A under the U.S. Securities Act); (2) if you are in the United Kingdom, you are a relevant person; (3) if you are in any member state of the EEA, you are a Qualified Investor; (4) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may constitute or give rise to any offer of any securities to the public, other than their offer or resale to Qualified Investors in any member state of the EEA which has implemented the Prospectus Regulation; and (5) if you are outside the United States, United Kingdom and EEA, you are a person into whose possession this International Offering Circular may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. Under no circumstances shall the International Offering Circular constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale, would be unlawful. You are reminded that the International Offering Circular is accessible to you on the basis of your representation above and that you are a person into whose possession the International Offering Circular may be lawfully accessed in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the International Offering Circular to any other person. If a jurisdiction requires that the offering be made by a licenced broker or dealer and any dealer or any affiliate of such dealer is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by such dealer or such affiliate in such jurisdiction. You have access to the International Offering Circular in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Saudi Aramco, the Selling Shareholder or the Joint Bookrunners (as defined in the attached), nor any person who controls them, nor any director, officer, employee nor agent of any of them or affiliate of any of them, accepts any liability or responsibility whatsoever in respect of any difference between the International Offering Circular distributed to you in electronic format and the hard copy version available to you on request from any of the Joint Bookrunners. Restriction: Nothing herein constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. THE INTERNATIONAL OFFERING CIRCULAR IS IN PRELIMINARY FORM ONLY, IS NOT COMPLETE AND CONTAINS INFORMATION THAT IS SUBJECT TO COMPLETION AND CHANGE. NO OFFER OF SECURITIES WILL BE MADE AND NO INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THIS INTERNATIONAL OFFERING CIRCULAR ALONE, BUT ONLY ON THE BASIS OF THE FINALISED INTERNATIONAL OFFERING CIRCULAR OR ON THE BASIS OF THIS INTERNATIONAL OFFERING CIRCULAR AS FINALISED AND COMPLETED BY ANY RELEVANT PRICING NOTIFICATION. You are responsible for protecting against viruses and other destructive items. Accessing this International Offering Circular is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. SUBJECT TO COMPLETION STRICTLY CONFIDENTIAL PRELIMINARY INTERNATIONAL OFFERING CIRCULAR DATED 9 NOVEMBER 2019 Saudi Arabian Oil Company (Saudi Aramco) This international offering circular (the “International Offering Circular”) has been prepared by Saudi Arabian Oil Company (Saudi Aramco) (“Saudi Aramco”) in connection with the initial public offering (the “Offering”) of the shares of Saudi Aramco (the rcular is not an offer to sell these hom it is unlawful. “Shares”), consisting of a sale by the Government of the Kingdom of Saudi Arabia (the “Selling Shareholder”) of a portion of the Shares (the “Offer Shares”). The Offer Shares are being offered at a price range of SAR to SAR per Share (the “Offer Price Range”). The Offering is being made outside the Kingdom of Saudi Arabia (the “Kingdom”) (the “International Offering”) to institutional investors (i) outside the United States in reliance on the exemption from registration provided by Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (ii) inside the United States to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the U.S. Securities Act. Inside the Kingdom, the Offering is being conducted as a public offering (the “Domestic Offering”). The International Offering is being made solely on the basis of this International Offering Circular, which includes an English language translation of the Arabic language prospectus that is being utilised solely for the Domestic Offering (the “Domestic Offering Prospectus”). The final price at which the Offer Shares will be sold (the “Final Offer Price”), the number of Offer Shares to be sold and the percentage that the Offer Shares to be sold represent of the outstanding Shares will be determined at the end of the Book-Building Period (as defined in the Domestic Offering Prospectus) and will be published in international media outlets, as well as on Saudi Aramco’s website). Investing in the Offer Shares involves certain risks and uncertainties. See Section 2 (Risk Factors)ofthe Domestic Offering Prospectus included in this International Offering Circular for a discussion of certain factors to be carefully considered in connection with a decision to invest in the Offer Shares. Prior to the Offering, there has been no public market for the Offer Shares in the Kingdom or elsewhere.