Saudi Arabia (The) - Tender Offer
19/10/2022 09:43
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RNS Number : 4079D Kingdom of Saudi Arabia (The) 19 October 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE THE DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
(I) THE MARKET ABUSE REGULATION (EU) 596/2014 AND (II) THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018.
THE KINGDOM OF SAUDI ARABIA (ACTING THROUGH THE MINISTRY OF FINANCE) ANNOUNCES
MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO THE TENDER OFFERS FOR ITS (I)
U.S.$3,000,000,000 2.875 PER CENT. NOTES DUE 2023, (II) U.S.$4,500,000,000
4.000 PER CENT. NOTES DUE 2025, (III) U.S.$2,500,000,000 2.900 PER CENT. NOTES
DUE 2025 AND (IV) U.S.$5,500,000,000 3.250 PER CENT. NOTES DUE 2026
19 October 2022
Further to the announcement dated 18 October 2022, the Kingdom of Saudi Arabia
(acting through the Ministry of Finance) (the Issuer) announces today that the
Maximum Acceptance Amount in relation to its invitation to holders of its (i)
U.S.$3,000,000,000 2.875 per cent. Notes due 2023 (the 2023 Notes), (ii)
U.S.$4,500,000,000 4.000 per cent. Notes due 2025 (the April 2025 Notes),
(iii) U.S.$2,500,000,000 2.900 per cent. Notes due 2025 (the October 2025
Notes) and (iv) U.S.$5,500,000,000 3.250 per cent. Notes due 2026 (the 2026
Notes) (each a Series and together the Notes) to tender their Notes for
purchase by the Issuer for cash (each such invitation an Offer and together
the Offers) has been set at U.S.$1,000,000,000 following pricing of the New
Securities.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the tender offer memorandum dated 18 October 2022 (the
"Tender Offer Memorandum").
Further Information
The Maximum Acceptance Amount is the maximum aggregate principal amount of
Notes the Issuer proposes to accept for purchase pursuant to the Offers. The
Maximum Acceptance Amount may be increased or decreased by the Issuer in its
sole and absolute discretion and for any reason. The Issuer will determine the
allocation of the final aggregate principal amount of Notes accepted for
purchase pursuant to the Offers (the Final Acceptance Amount) between the
Notes of each Series in its sole discretion and reserves the right to accept
significantly more or significantly less than (or none of) the Notes of one or
more Series as compared to the Notes of one or more of the other Series.
The Issuer is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offers. The acceptance for purchase of Notes tendered
pursuant to the relevant Offer is at the sole discretion of the Issuer and
tenders may be rejected by the Issuer for any reason. Whether the Issuer will
accept for purchase Notes validly tendered in the relevant Offer is subject
(unless such condition is waived by the Issuer in its sole discretion) to the
New Financing Condition, which, without limitation, is the successful
completion (in the sole determination of the Issuer) of the issue of the New
Securities on or prior to the Settlement Date.
The Offers are being made on the terms and subject to the conditions contained
in the Tender Offer Memorandum, and are subject to the offer restrictions set
out below and as more fully described in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the
Offers.
Questions and requests for assistance in connection with the Offers may be
directed to the Dealer Managers.
The Dealer Managers
BNP Paribas Goldman Sachs International
16, boulevard des Italiens Plumtree Court
75009 Paris 25 Shoe Lane
France London EC4A 4AU
Telephone: +33 1 55 77 78 94 United Kingdom
Attention: Liability Management Group
Email: liability.management@bnpparibas.com Telephone: +44 (0)20 7552 6157
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com (mailto:liabilitymanagement.eu@gs.com)
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0)20 7992 6237
Attention: Liability Management, DCM
Email: liability.management@hsbcib.com
(mailto:liability.management@hsbcib.com)
In the United States:
Toll-free: +1 (888) HSBC-4LM
Collect: +1 (212) 525-5552
Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender and Information Agent.
The Tender and Information Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: ksa@is.kroll.com (mailto:ksa@is.kroll.com)
Tender Offer Website: https://deals.is.kroll.com/ksa
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Offers. None of the
Issuer, the Dealer Managers or the Tender and Information Agent makes any
recommendation whether Noteholders should tender Notes pursuant to any Offer.
This announcement is released by the Kingdom of Saudi Arabia (acting through
the Ministry of Finance) and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of (i) the
Market Abuse Regulation (EU) 596/2014 (EU MAR) and (ii) the Market Abuse
Regulation (EU) 596/2014 (UK MAR) as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018, encompassing information relating
to the Offers described above. For the purposes of EU MAR and UK MAR and
Article 2 of (i) Commission Implementing Regulation (EU) 2016/1055 and (i)
Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018, this announcement
is made by Hani Almedaini, Chief Executive Officer at National Debt Management
Centre.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States or any other jurisdiction. securities referred to in this
announcement may not be offered, sold or delivered in the United States absent
registration under, or an exemption from the registration requirements of, the
United States Securities Act of 1933, as amended (the Securities Act). The
securities referred to in this announcement have not been, and will not be,
registered under the Securities Act, or the securities laws of any state or
other jurisdiction of the United States, and such securities may not be
offered, sold or delivered, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws.
OFFER AND DISTRIBUTION RESTRICTIONS
This Announcement and the Tender Offer Memorandum does not constitute an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this Announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
Announcement and the Tender Offer Memorandum comes are required by each of the
Issuer, the Dealer Managers and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the New
Securities that would permit a public offering of securities and the minimum
denomination of the New Securities will be U.S.$200,000.
France
This Announcement and the Tender Offer Memorandum and any other document or
material relating to the Offers have only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. This Announcement and the Tender Offer Memorandum has not been and
will not be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Italy
None of the Offers, this Announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried
out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis
of the Legislative Decree No. 58 of 24 February 1998, as amended (the Italian
Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the
Notes that are located in Italy can tender Notes for purchase in the Offers
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy
in accordance with the Italian Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.
United Kingdom
The communication of this Announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
General
This Announcement and the Tender Offer Memorandum does not constitute an offer
to buy or the solicitation of an offer to sell Notes (and tenders of Notes in
the Offers will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where
the securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, such Offer shall be deemed to be made by such Dealer
Manager or affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
Nothing in this Announcement, the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Securities in the United States or any other
jurisdiction.
Each Noteholder participating in an Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers". Any
tender of Notes for purchase pursuant to an Offer from a Noteholder that is
unable to make these representations will not be accepted. Each of the
Issuer, the Dealer Managers and the Tender and Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to an Offer, whether any such representation
given by a Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
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