TIDM93GS
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 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
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 Telephone: +44 (0)20 7552 6157
Email: liability.management@bnpparibas.com Attention: Liability Management
Group
Email: 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
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
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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END
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