Petro Rabigh plans 31.5% capital enhance in favor of Saudi Aramco and Sumitomo
|
Capital Enhance Particulars |
|
|
Present Capital |
SAR 16.71 bln |
|
Variety of Shares |
1.67 bln |
|
New Capital |
SAR 21.97 bln |
|
Variety of Shares |
1.67 bln class A unusual shares 526.36 million class B shares |
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Nominal Worth/Share |
SAR 10 a share (each courses) |
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Proportion of Enhance |
31.5% |
|
Cause |
Increase monetary place and operations |
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Technique |
Issuing 526.36 million unusual shares of Class (B), representing a 31.5% enhance of the corporate’s present capital, at an providing worth of SAR 10 per share, with a complete worth of SAR 5.26 billion, in favor of the corporate’s founding shareholders, Saudi Aramco and Sumitomo |
In a press release to Tadawul, the corporate mentioned following the proposed capital enhance, it should proceed to have solely unusual shares. These might be cut up into two courses: current shares, which might be designated as Class (A), and the newly issued shares as Class (B).
Class (B) unusual shares may have no voting rights. They’ll, nonetheless, grant an outlined entitlement to dividends – if distributed – at various ratios ranging from 2028, together with a precedence within the occasion of liquidation.
No adjustments will apply to any rights or obligations associated to the present shares.
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The corporate is exempted by the Capital Market Authority (CMA) from the provisions of Article (55) (A) of the Guidelines on the Provide of Securities and Persevering with Obligations. Accordingly, Petro Rabigh is allowed to subject class (B) unusual shares, whereas providing them in a non-public placement with out itemizing.
The capital enhance stays topic to the approval of the corporate’s extraordinary normal assembly (EGM), which might be scheduled and introduced at a later date.
Forward of the EGM, the corporate will publish a shareholder round, together with particulars of the capital enhance, the traits, and restrictions of the category (B) unusual shares, danger components associated to the capital enhance, in addition to different monetary and authorized particulars.
Petro Rabigh additional entered right into a subscription settlement with the founding shareholders, on Aug. 30, 2025, which units out the phrases associated to the steps and procedures for the capital enhance, the issuance of sophistication (B) unusual shares, and their subscription.
The important thing phrases of the settlement embrace that the founding shareholders shall subscribe to the category (B) unusual shares on the subject worth (equal to the par worth of SAR 10), the corporate ought to get hold of the EGM approval, in addition to all essential and required approvals or exemptions from related regulatory authorities and the approval of the corporate’s lenders. As well as, a key situation precedent is the completion of the share sale from Sumitomo to Saudi Aramco, which the oil large introduced on Aug. 7, 2025.
Furthermore, every celebration will present a set of normal pledges and warranties, regulation of restrictions on the disposal of sophistication (B) unusual shares after being issued and different customary provisions together with confidentiality, normal provisions, and dispute decision.
The corporate shall use the capital enhance proceeds, amounting to SAR 5.26 billion, to repay a part of its money owed. The subscription settlement will terminate if the situations are usually not fulfilled inside a most interval of eight months from the date of signing (April 30, 2026), until in any other case agreed by the events.
The founding shareholders are associated events and main shareholders of the corporate.
In a separate assertion on Tadawul, the corporate’s board of administrators proposed lowering capital as a second step from SAR 21.97 billion to SAR 16.71 billion by lowering the par worth of sophistication (A) unusual shares from SAR 10 to SAR 6.85.
The capital discount is conditional upon the completion of the capital enhance.
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Capital Minimize Particulars |
|
|
Capital* |
SAR 21.97 bln |
|
Variety of Shares |
2.20 bln |
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New Capital |
SAR 16.71 mln |
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Variety of Shares |
2.20 bln |
|
Proportion of Discount |
23.95% |
|
Technique |
Decreasing the par worth of sophistication (A) unusual shares from SAR 10 to SAR 6.85, by writing off an quantity of SAR 5.26 bln from the corporate’s capital to offset a part of the collected losses. No shares might be cancelled or lowered in quantity. |
|
Cause |
To offset collected losses |
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Date of Capital Discount |
The tip of the second buying and selling day following the EGM, during which the capital lower is authorized |
*Capital after enhance
The capital discount may have no materials affect on the corporate’s monetary obligations, efficiency, or operations. Nonetheless, it is going to be topic to the approval of the related authorities and the corporate’s EGM.
The discount share of 23.95% is calculated primarily based on the corporate’s post-increase capital. Nonetheless, the discount corresponds to 31.5% of the present capital represented by Class (A) unusual shares.
The capital enhance and discount plans align with Petro Rabigh’s strategic plan aimed toward enhancing its operational efficiency and strengthening its monetary place, thereby enhancing development.
Riyad Capital was appointed as monetary advisor for the capital enhance and discount, whereas Ziyad Samir Hassan Khashim Regulation Agency was named as authorized advisor.
The corporate expects to finish the capital discount earlier than year-end and can announce the date of submitting the file to the CMA.
