Rabigh Refining and Petrochemical Company announces the recent developments in relation to the binding share sale and purchase agreement entered between Saudi Arabian Oil Company (“Saudi Aramco”) and Sumitomo Chemical Co., Ltd. (“Sumitomo”) with regards to the Company’s shares
| Element List | Explanation |
|---|---|
| Introduction | With reference to Rabigh Refining and Petrochemical Company (“Petro Rabigh” or the “Company”) announcement on the Saudi Exchange website on 03/02/1446H (corresponding to 07/08/2024G) regarding the announcement made by Saudi Arabian Oil Company (“Saudi Aramco”) and Sumitomo Chemical Co., Ltd. (“Sumitomo”) regarding their entry into a binding share sale and purchase agreement pursuant to which Saudi Aramco will acquire from Sumitomo 375,974,998 shares in Petro Rabigh, representing approximately 22.5% of Petro Rabigh’s capital (the “Sale Transaction”), and with reference to the announcement made by Saudi Aramco on 17/04/1447H (corresponding to 09/10/2025G) on the Saudi Exchange’s website about the completion of the Sale Transaction.
The Company would like to announce the completion of the Sale Transaction, pursuant to Article 24(c) of the Merger and Acquisition Regulations issued by the Capital Market Authority’s board pursuant to its resolution no. 1-50-2007 dated 21/09/1428H (corresponding to 3/10/2007G), as amended (the “M&A Regulations”). The Company sets out below the details of the Sale Transaction in accordance with the requirements of the M&A Regulations:
First: The details of the Company’s shareholding structure changes:
Saudi Aramco has become a shareholder of approximately sixty percent (60%) of the Company’s ordinary Class A shares, while Sumitomo holds fifteen percent (15%) of the Class A shares. The remaining shareholders will continue to own the balance of approximately twenty-five percent (25%) of the Company’s Class A shares.
Second: The main rights and obligations applicable to Saudi Aramco in accordance with the applicable laws and regulations and the Company’s bylaws:
Saudi Aramco will have the same rights and obligations as the holders of the Company’s ordinary Class A shares in accordance with the applicable laws, regulations and the Company’s bylaws, in addition to Saudi Aramco’s right to access information per the applicable regulations and the Company’s bylaws. It is also worth noting that the Sale Transaction relates solely to approximately twenty-two and a half percent (22.5%) of the Company’s Class A shares and does not include any other shares, including the Class B shares previously announced by the Company. For further details relating to the Class B shares, please refer to the Shareholders’ Circular previously issued by the Company in its announcement dated 16/03/1447H (corresponding to 08/09/2025G).
In addition, it is worth noting that Saudi Aramco is bound by Article 24(a) of the M&A Regulations, which restricts disposal of the shares during the six months following the completion of the acquisition without obtaining the prior approval of the Capital Market Authority and in accordance with the conditions it may determine.
Third: The opinion of the Board of Directors of Petro Rabigh of Saudi Aramco’s plans towards Petro Rabigh’s activities, shareholders and employees:
The board welcomes the steps and measures agreed to be taken by Saudi Aramco, which highlight its support, as a substantial shareholder, for the long-term prospects of Petro Rabigh.
Fourth: Any financial impact on the Company as a result of the Sale Transaction:
The Sale Transaction is a private cash transaction between the Founding Shareholders and Petro Rabigh is not party to it. As such, there is no direct financial impact on the Company. However, the procedures accompanying the Sale Transaction are expected to have a positive financial impact on the Company, as Saudi Aramco and Sumitomo have agreed to take certain specific steps which aim to improve Petro Rabigh’s financial position and facilitate its turnaround strategy, which include:
1. waiving existing revolving shareholder loans, which Saudi Aramco and Sumitomo made equally to Petro Rabigh, in the aggregate amount of five billion six hundred twenty-five million Saudi Riyals (SAR 5,625,000,000), of which three billion seven hundred fifty million Saudi Riyals (SAR 3,750,000,000) was waived in August 2024G and one billion eight hundred seventy-five million Saudi Riyals (SAR 1,875,000,000) was waived in January 2025G; and
2. injecting an aggregate amount of five billion two hundred sixty-three million six hundred forty-nine thousand and nine hundred eighty Saudi Riyals (SAR 5,263,649,980), divided equally from each of Saudi Aramco and Sumitomo, into Petro Rabigh through the subscription for the Class B Shares. It is worth noting that the shareholders of the Company have approved the capital increase through the issuance of these new Class B ordinary shares in the extraordinary general assembly held on 07/04/1447H (corresponding to 29/09/2025G), and the completion of the Sale Transaction (subject of this announcement) is a condition precedent to the subscription of the Founding Shareholders. Accordingly, the subscription and deposit of these funds are expected to take place within fifteen (15) Business Days from the date of this announcement, and an announcement will be made upon completion of the subscription. For more details, please refer to the Shareholders’ Circular previously issued by the Company in its announcement dated 16/03/1447H (corresponding to 08/09/2025G). |
| Previous Announcement | Announcement by Rabigh Refining and Petrochemical Company (“Petro Rabigh”) in connection with the announcement made by Saudi Arabian Oil Company (“Saudi Aramco”) and Sumitomo Chemical Co., Ltd. (“Sumitomo”) regarding a binding share sale and purchase agreement pursuant to which Saudi Aramco will acquire from Sumitomo 375,974,998 shares in Petro Rabigh, representing approximately 22.5% of the share capital. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2024-08-07 Corresponding to 1446-02-03 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The completion of the Sale Transaction. |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not Applicable |
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