TIDM93GS
RNS Number : 2320D
Kingdom of Saudi Arabia (The)
18 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 TER 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
18 October 2022
The Kingdom of Saudi Arabia (acting through the Ministry of
Finance) (the Issuer) announces today 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 any and all of their Notes for
purchase by the Issuer for cash (each such invitation an Offer and
together the Offers). The Offers are being made on the terms and
subject to the conditions contained in the tender offer memorandum
dated 18 October 2022 (the Tender Offer Memorandum) prepared by the
Issuer, and are subject to the offer restrictions set out below and
as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender and
Information Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
A summary of certain of the terms of the Offers appears
below:
ISIN / Common Aggregate
Series Code / CUSIP Principal Amount Maximum Acceptance
of Notes (Rule 144A) Outstanding Purchase Spread Benchmark Security Amount
2023 Notes Regulation S U.S.$3,000,000,0 0 bps 0.125 per cent. U.S. To be announced
ISIN / Common 00 Treasury Security following pricing
Code : due 28 February 2023 of the New
XS1694216687 / (ISIN: US91282CBN02) Securities (as
169421668; Rule defined below)
144A ISIN /
CUSIP / Common
Code:
US80413TAD19 /
80413TAD1 /
169464634
----------------- ----------------- ---------------- --------------------- -------------------
April 2025 Notes Regulation S U.S.$4,500,000,0 55 bps 4.250 per cent. U.S.
ISIN / Common 00 Treasury Security
Code : due 15 October 2025
XS1791937441 / (ISIN: US91282CFP14)
179193744; Rule
144A ISIN /
CUSIP / Common
Code:
US80413TAG40 /
80413TAG4 /
179333902
----------------- ----------------- ---------------- --------------------- -------------------
October 2025 Regulation S U.S.$2,500,000,0 55 bps 4.250 per cent. U.S.
Notes ISIN / Common 00 Treasury Security
Code : due 15 October 2025
XS2159975619 / (ISIN: US91282CFP14)
215997561; Rule
144A ISIN /
CUSIP / Common
Code:
US80413TAS87 /
80413TAS8 /
215997693
----------------- ----------------- ---------------- ---------------------
2026 Notes Regulation S U.S.$5,500,000,0 70 bps 4.125 per cent. U.S.
ISIN / Common 00 Treasury Security
Code : due 30 September
XS1508675417 / 2027 (ISIN:
150867541; Rule US91282CFM82)
144A ISIN /
CUSIP / Common
Code:
US80413TAB52 /
80413TAB5 /
150891833
----------------- ----------------- ---------------- --------------------- -------------------
Rationale for the Offers
The Issuer is making the Offers (subject to the New Financing
Condition (as defined below)) as part of the Kingdom of Saudi
Arabia's effective debt management, which, among other things,
includes the pro-active management of its refinancing risk and debt
maturity profile.
Purchase Prices and Accrued Interest
In respect of each Series, the Issuer will pay, for any Notes of
that Series accepted by it for purchase pursuant to the relevant
Offer, a purchase price (each a Purchase Price) to be determined at
or around 10.00 a.m. New York City time (the Pricing Time) on 25
October 2022 (the Pricing Date) in the manner described in the
Tender Offer Memorandum by reference to:
(a) in the case of the 2023 Notes, the sum of the purchase
spread of 0 bps and the relevant Benchmark Security Rate;
(b) in the case of the April 2025 Notes, the sum of the purchase
spread of 55 bps and the relevant Benchmark Security Rate;
(c) in the case of the October 2025 Notes , the sum of the
purchase spread of 55 bps and the relevant Benchmark Security Rate;
and
(d) in the case of the 2026 Notes , the sum of the purchase
spread of 70 bps and the relevant Benchmark Security Rate.
The calculation of the Purchase Price will, in the absence of
manifest error, be final and binding on all parties.
The Issuer will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the relevant
Offer(s).
New Financing Condition
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Issuer 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.
The Issuer announced on 18 October 2022 its intention to issue a
series of new U.S.$-denominated fixed rate notes (the New Notes)
under its Global Medium Term Note Programme (the GMTN Programme)
and the issue of a series of new U.S.$-denominated fixed rate trust
certificates (the New Trust Certificates, and together with the New
Notes, the New Securities) by KSA Sukuk Limited (KSA Sukuk) under
the Trust Certificate Issuance Programme of KSA Sukuk and the
Issuer (the Trust Certificate Programme and, together with the GMTN
Programme, the Programmes), subject to market conditions. 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), without limitation, to the
successful completion (in the sole determination of the Issuer) of
the issue of the New Securities (the New Financing Condition).
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the
offering circular dated 18 October 2022 (the Offering Circular)
prepared by the Issuer in connection with the GMTN Programme and
(ii) the pricing supplement relating to the New Notes (the Pricing
Supplement), and no reliance is to be placed on any representations
other than those contained in the Offering Circular. Any investment
decision to purchase any New Trust Certificates should be made
solely on the basis of the information contained in (i) the base
prospectus to be dated on or about 18 October 2022 (the Base
Prospectus) prepared by KSA Sukuk and the Issuer in connection with
the Trust Certificate Programme and (ii) the Final Terms relating
to the New Trust Certificates (the Final Terms), and no reliance is
to be placed on any representations other than those contained in
the Base Prospectus.
Priority allocation of the New Securities
When considering allocation of the New Securities, the Issuer
may give preference to those Noteholders who, prior to such
allocation, have validly tendered or given a firm intention to any
Dealer Manager that they intend to tender their Notes for purchase
pursuant to the relevant Offer. Therefore, a Noteholder who wishes
to subscribe for New Securities in addition to tendering its
existing Notes for purchase pursuant to the relevant Offer may be
eligible to receive, at the sole and absolute discretion of the
Issuer, priority in the allocation of the New Securities, subject
to the issue of the New Securities and such Noteholder making a
separate application for the purchase of such New Securities to a
Dealer Manager (in its capacity as a bookrunner of the issue of the
New Securities) in accordance with the standard new issue
procedures of such Dealer Manager. Any such preference will,
subject to the sole and absolute discretion of the Issuer, be
applicable up to the aggregate principal amount of Notes in respect
of which a firm indication of its intention to tender has been
given to a Dealer Manager by such Noteholder pursuant to the
relevant Offer. However, the Issuer is not obliged to allocate any
New Securities to a Noteholder who has indicated a firm intention
to tender its Notes for purchase pursuant to the relevant Offer
and, if New Securities are so allocated, the principal amount
thereof may be less or more than the principal amount of Notes
tendered by such Noteholder and accepted for purchase by the Issuer
pursuant to the relevant Offer. Any such allocation will also,
among other factors, take into account the minimum denomination of
the New Securities.
All allocations of the New Securities, while being considered by
the Issuer as set out above, will be made in accordance with
customary new issue allocation processes and procedures. In the
event that a Noteholder validly tenders Notes pursuant to the
relevant Offer, such Notes will remain subject to such tender and
the conditions of the relevant Offer as set out in the Tender Offer
Memorandum irrespective of whether that Noteholder receives all,
part or none of any allocation of New Securities for which it has
applied.
Noteholders should note that the pricing and allocation of the
New Securities is expected to take place prior to the Expiration
Deadline for the Offers, and any Noteholder who wishes to subscribe
for New Securities in addition to tendering their Notes for
purchase pursuant to the relevant Offer should therefore provide,
as soon as practicable and prior to the pricing and allocation of
the New Securities , to any Dealer Manager, an indication of its
firm intention to tender its Notes for purchase (or that it has
validly tendered its Notes) and the principal amount of the Notes
that it intends to tender (or has tendered) pursuant to the
relevant Offer.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price (and Accrued Interest Payment) pursuant to, the
relevant Offer, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender and Information
Agent by 5.00 p.m. (New York City time) on 24 October 2022 (the
Expiration Deadline). The deadlines set by any intermediary or
Clearing System will be earlier than this deadline. See "Procedures
for Participating in the Offers" in the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of the relevant Series of no less than the
minimum denomination of each Series (being U.S.$200,000), and may
be submitted in integral amounts of U.S.$1,000 thereafter. A
separate Tender Instruction must be completed on behalf of each
beneficial owner and in respect of each Series.
Maximum Acceptance Amount and Scaling
The Issuer proposes to accept Notes validly tendered for
purchase pursuant to the relevant Offer(s) up to a maximum
aggregate principal amount to be announced by the Issuer following
pricing of the New Securities (the Maximum Acceptance Amount),
subject to the right of the Issuer, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum
Acceptance Amount (the final aggregate principal amount of Notes
accepted for purchase pursuant to the Offers is referred to in this
announcement as the Final Acceptance Amount). The Issuer will
determine the allocation of 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 final aggregate principal amount
of the Notes of each Series (if any) accepted for purchase pursuant
to the relevant Offer is referred to in this announcement as a
Series Acceptance Amount.
If the Issuer decides to accept valid tenders of Notes of a
Series for purchase pursuant to the relevant Offer and the
aggregate principal amount of the Notes of such Series validly
tendered is greater than the relevant Series Acceptance Amount, the
Issuer intends to accept such Notes for purchase (subject to
satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) on a pro rata basis such that the aggregate
principal amount of such Notes accepted for purchase is no greater
than the relevant Series Acceptance Amount. See "Further
Information and Terms and Conditions - Scaling of Tenders" in the
Tender Offer Memorandum.
Indicative Timetable for the Offers
Events Times and Dates
Commencement of the Offers
Offers announced. Tender Offer Memorandum available 18 October 2022
(subject to distribution restrictions)
from the Tender and Information Agent.
Announcement of Maximum Acceptance Amount Following pricing of the New Securities (currently
Maximum Acceptance Amount announced. expected to be on 18 October 2022)
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. (New York City time) on 24 October 2022
by the Tender and Information Agent
in order for Noteholders to be able to participate in the
Offers.
Announcement of Indicative Results
Announcement of a non-binding indication of the Final As soon as reasonably practicable on 25 October 2022
Acceptance Amount (which may be more
or less than the Maximum Acceptance Amount) and each
Series Acceptance Amount ( subject in
each case to satisfaction or waiver of the New Financing
Condition on or prior to the Settlement
Date), and any applicable Scaling Factor.
Pricing Time At or around 10.00 a.m. (New York City time) on25 October
Calculation of the Benchmark Security Rate , the Purchase 2022
Yield and the Purchase Price for
each Series accepted for purchase.
Announcement of Results
Announcement of (i) the Issuer's decision of whether to As soon as reasonably practicable after the Pricing Time
accept (subject to satisfaction or
waiver of the New Financing Condition on or prior to the
Settlement Date) valid tenders of
Notes pursuant to the Offers and, if so accepted, (ii)
the Final Acceptance Amount, (iii)
each Series Acceptance Amount and, in respect of the
Notes of each Series accepted for purchase,
(iv) any Scaling Factor (if applicable), (v) the
Benchmark Security Rate, (vi) the Purchase
Yield and (vii) the Purchase Price .
Settlement Date
Subject to satisfaction or waiver of the New Financing 27 October 2022
Condition on or prior to the Settlement
Date, expected Settlement Date for the Offers.
The deadlines set by any intermediary and each Clearing System
for the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified above and in the
Tender Offer Memorandum.
Announcement of Results
The final results of the Offers (subject to satisfaction or
waiver of the New Financing Condition on or prior to the Settlement
Date) are expected to be announced, as soon as reasonably
practicable following the Pricing Time on the Pricing Date. The
Issuer will announce (i) the Final Acceptance Amount, (ii) each
Series Acceptance Amount and, in respect of the Notes of each
Series accepted for purchase (iii) any Scaling Factor (if
applicable), (iv) the Benchmark Security Rate, (v) the Purchase
Yield and (vi) the Purchase Price.
General
The complete terms and conditions of the Offers are set forth in
the Tender Offer Memorandum, which is available (subject to
distribution restrictions) on request from the Tender and
Information Agent. Noteholders are urged to read the Tender Offer
Memorandum carefully. BNP Paribas, HSBC Bank plc and Goldman Sachs
International are acting as Dealer Managers for the Offers and
Kroll Issuer Services Limited is acting as Tender and Information
Agent.
Questions and requests for assistance in connection with the
Offers may be directed to the Dealer Managers.
The Dealer Managers
HSBC Bank plc
BNP Paribas 8 Canada Square
16, boulevard des Italiens London E14 5HQ
75009 Paris United Kingdom
France Telephone: +44 (0)20 7992 6237
Telephone: +33 1 55 77 78 94 Attention: Liability Management,
Attention: Liability Management DCM
Group Email: liability.management@hsbcib.com
Email: liability.management@bnpparibas.com
In the United States :
Toll-free: +1 (888) HSBC-4LM
Collect: +1 (212) 525-5552
Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
Telephone: +44 (0)20 7552 6157
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
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
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-Ã -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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENMPBFTMTJBMRT
(END) Dow Jones Newswires
October 18, 2022 03:00 ET (07:00 GMT)
Saudi.araba 27u (LSE:93GS)
Historical Stock Chart
From May 2024 to Jun 2024
Saudi.araba 27u (LSE:93GS)
Historical Stock Chart
From Jun 2023 to Jun 2024
