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Aramco IPO FAQs

Aramco IPO FAQs

(a) Important Dates

1. When will the retail subscription process start? And how long it will be?

The retail subscription process will start from 20/03/1441H (corresponding to 17/11/2019G) and ends on 01/04/1441H (corresponding to 28/11/2019G).

Branches of local banks will be available during the working hours from 9:30 AM until 4:30 PM, in addition to any further opening hours that may be specified. Alternative channels such as phone banking, online banking and automated teller machines (ATMs) will be available for 24 hours a day, 7 days a week until the last day of the retail subscription period, which will be available until 11:59 AM on 01/04/1441H (corresponding to 28/11/2019G).


2. When will the bookbuilding close for institutional investors?

07/04/1441H (corresponding to 04/12/2019G)


3. In case of allocation below subscription amount, when will the excess cash be returned to my account?

The excess cash amount, if any, will be returned by no later than 15/04/1441H (corresponding to 12/12/2019G)


4. In case the final offer share price is lower than the top end of the range, when will the excess cash be returned to my current account or additional shares be deposited in my portfolio?

The excess cash shall be returned to retail investors no later than 15/04/1441H (corresponding to 12/12/2019G), along with refund amounts due from the final allocation. Additional shares will be deposited in your portfolio, along with your initial number of shares subscribed for, ahead of trading on.

It is expected that the Company's shares will start trading in the market after all the requirements have been fulfilled and all related regulatory procedures have been completed. The date of the trading will be announced on the Tadawul website (www.tadawul.com.sa).


5. When will the final offer share price and allocations be announced?

08/04/1441H (corresponding to 05/12/2019G)


6. When will be the first day of trading?

It is expected that the Company's shares will start trading in the market after all the requirements have been fulfilled and all related regulatory procedures have been completed. The date of the trading will be announced on the Tadawul website (www.tadawul.com.sa).


(b) IPO FAQs

7. How many shares are being offered in the IPO?

The number of shares being offered will be a percentage of the Company’s total issued shares and will be determined following the closing of the subscription period for the institutional investors, which will end on 07/04/1441H (corresponding to 04/12/2019G).

The total number of offered shares to be sold will be the sum of the retail and institutions’ subscribed and allocated shares. However, the Selling Shareholder and the Company at their sole discretion, in consultation with the Financial Advisors and Joint Global Coordinators, will determine the number of shares allocated to the retail investors.


8. Who can subscribe to the Retail Tranche of the IPO?

  • Saudi Arabian nationals, including:
  • any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who can subscribe for her own benefit or in the names of her minor children, on the condition that she proves that she is a divorcee or widow and the mother of her minor children.

  • Any non-Saudi natural person who is resident in the Kingdom and who has a bank account with one of the Receiving Entities.
  • GCC nationals who have a bank account with one of the Receiving Entities.

9. Can non-Saudi Residents or GCC Nationals subscribe on behalf of their dependents?

No, only Saudi nationals are able to subscribe on behalf of their dependents.


10. What is the offering share price?

The final offer price of the shares will be announced on 08/04/1441H (corresponding to 05/12/2019G).

This announcement will be after completion of the institutional subscription period. While the subscription period for institutional and retail investors will commence at the same time, the retail subscription period will end on commence at the same time, the retail subscription period will end on 01/04/1441H (corresponding to 28/11/2019G) and the institutional subscription period will end on 07/04/1441H (corresponding to 04/12/2019G).


11. Why is there a offer price range and not a single offer price?

There is no offer price range used for subscription by retail investors.

However, the offer price range is given to the institutional investors to submit their bids during the institutional book-building period, while retail investors will subscribe at the top end of the range, and the final offer price will be determined after the book-building period.

In previous IPOs listed on Tadawul, the retail subscription period only started once Institutional Book-building was completed and the final offer price was set, which is why those IPOs had a single price offer for retail investors.

The Saudi Aramco IPO retail subscription period is commencing and running concurrently with Institutional Book-building. Therefore, at the beginning of the retail subscription period, the only reference point will be the announced offer price range.


12. What is the offer price range for the offering? At what price shall the retail investor subscribe?

The offer price range for the offering will be announced when the subscription period will start on 20/03/1441H (corresponding to 17/11/2019G), which is only relevant for the book-building exercise undertaken by the institutional investors. However, retail investors will subscribe at the top end of the offer price range that will be published prior to the subscription period.

Retail investors will specify the total amount in Saudi Riyals for which they are willing to subscribe and the equivalent number of shares based on the top end of the offer price range. Accordingly, the shares will be allocated based on the total demand and the final offer price.


13. When will we find out about the offer price range?

It will be announced on 20/03/1441H (corresponding to 17/11/2019G).


14. What is the final offer price per share?

The final offer price per share will be determined following the end of the institutional book-building period due to the concurrent offering for institutional and retail investors, and will be within the offer price range.


15. What is the objective of the concurrent offering?

The concurrent offering will reduce the time lag between the final allocation of shares to investors and the first day of trading.


16. What if the final offer share price is lower than the top end of the offer price range?

If the final offer price is set at a level lower than the top end of the offer price range, then, in respect of the surplus amount of subscription (i.e. the difference between the final offer price and the top end of the offer price range), the retail investors may elect to either:

a) receive a refund of the surplus amount refunded in cash; or

b) to be considered for an allotment of additional shares calculated based on the final offer price

In case of fractional shares, an amount will be refunded to investors equal to the value of the fractional shares – in any case, if no additional shares are available, the investor will receive a refund of the surplus amount in cash (by way of credit to account).

Each retail investor must record his/her irrevocable option in the Retail Subscription Application Form.


17. When or how can an investor determine its refund options (cash/shares) if the final offer share price is lower than the higher end of the offer price range?

Each retail investor must exercise and record this irrevocable option early in the process in writing and as part of the completion of the Subscription Application Form.

To the extent a retail investor elects to receive additional Shares instead of cash refund, but such allotment is not made by the Selling Shareholder and the Company in their sole discretion, the remaining surplus subscription amount will be refunded in cash (by way of credit to the bank account of the relevant retail investor). In case of fractional shares, the surplus amount will be refunded to investors equal to the value of the fractional shares – in any case, if no additional shares are available, the Investor will receive a cash refund for surplus amounts (by way of credit to account).


18. Would it be possible for the final offer price to end up being higher than the offer price range for the offering?

No, the final offer price for the IPO should be priced between the lower end and top end of the announced offer price range.


19. Is there any chance for the subscription period to be extended?

No, the subscription process will follow the dates as published in the prospectus.


20. What is the Min / Max subscription per retail investor?

The minimum subscription per retail investor is 10 shares. However, there is no maximum limit for retail investors as they may choose to apply for as many shares as they wish to , in multiples of 10 shares (e.g. 10, 20, 30, etc).


21. What are the banks from which I can obtain the subscription form and subscribe through?

Receiving banks participating in the IPO, the names of which are disclosed in the prospectus and the Company’s website.


(c) Incentive Mechanism FAQs

22. What is the retail IPO incentive mechanism?

Each Eligible Retail Bonus Investor who continuously and uninterruptedly holds the allocated offer shares for the Bonus Holding Period will receive one Bonus Share for every 10 allocated offer shares held, up to a maximum of 100 Bonus Shares. The Bonus Shares will be allocated from shares owned by the Selling Shareholder.


23. What is the Bonus Holding Period?

180 days from the first date that the Shares begin trading on the Saudi Stock Exchange (the “Exchange” or “Tadawul”) (the “Bonus Holding Period”).


24. Who are the Eligible Retail Bonus Investor from the retail tranche?

“Eligible Retail Bonus Investor” means a Saudi Arabian national, including Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person; provided that if a Retail Subscription Application Form is submitted for a Saudi Arabian national applying for himself or herself and other persons appearing on such Saudi Arabian national’s family book, then each such family member who is a Saudi Arabian national will be considered to be an Eligible Retail Bonus Investor.

Each Eligible Retail Bonus Investor is entitled to this incentive only if they subscribe to shares during the subscription period and not after the first day of trading.


25. How is the entitlement to bonus shares determined?

The offer shares allocated from retail investors that have been continuously and uninterruptedly held for the Bonus Holding Period will be separately determined for each Eligible Retail Bonus Investor.

Any determination of whether a person is an Eligible Retail Bonus Investor and the number of Bonus Shares to which each Eligible Retail Bonus Investor is entitled will be determined by the Selling Shareholder in its full discretion.


26. Would a purchase of additional shares subsequent to sale of allocated offer shares be eligible for a bonus share award?

No.

In addition, if the offer shares allocated from retail investors are sold, transferred or otherwise disposed of from the Eligible Bonus Retail Investors’ portfolio account (either in full or in part) for any reason, even for part of the day, whether within the same National Identification Number (NIN) or to another NIN, then such transferred shares shall become ineligible for the award of Bonus Shares.


27. How would the bonus share be monitored?

The Exchange will apply a last-in-first-out approach to monitor the shares transactions in order to determine the number of offer shares in an Eligible Retail Bonus Investor’s portfolio that remain eligible for a Bonus Share award.

The Exchange shall maintain a record of Eligible Retail Bonus Investors who are allocated offer shares from retail investors and monitor their eligibility to receive Bonus Shares.


28. How will the bonus shares be deposited?

The Exchange will transfer the Bonus Shares into the portfolio of all persons entitled thereto as soon as practicable after the end of the Bonus Holding Period, within a time period not longer than 75 calendar days following the end of the Bonus Holding Period.


29. For how many times the Eligible Retail Investor is entitled to the bonus shares?

Each Eligible Retail Bonus Investor is entitled to this incentive only once at the subscription period and not after the first day of trading.


30. When will the Eligible Retail Investor be entitled to the rights of the bonus shares?

It is expected that the Bonus Shares shall be deposited into the investment portfolios of the investors within 75 calendar days after the end of the Bonus Holding Period.

Therefore, no person will have any rights with respect to the Bonus Shares until such Bonus Shares have been deposited into the portfolio of such person.


31. What is the class type for bonus shares awarded?

Each of the Bonus Shares will be the same class and have all the same rights as the offer shares.


32. Can you clarify the last-in-first-out methodology?

Illustrations of last-in-first-out methodology for the IPO Retail Incentive:

1. An Individual Investor is allocated 100 Offer Shares from retail investors. During the Bonus Holding Period, the investor sold 100 shares and following that, bought 100 shares. What is the number of Shares eligible for the Bonus Shares award?

Answer: Zero, because the allocated Offer Shares were sold.


2. An Individual Investor is allocated 100 Offer Shares from retail investors. During the Bonus Holding Period, the investor purchases 100 additional Shares and later sells 100 shares. What is the number of Shares eligible for the Bonus Shares award?

Answer: 100, because the allocated Offer Shares have remained in the account and the most recently purchased Shares are deemed to be the Shares that are sold.


3. An Individual Investor is allocated 100 Offer Shares from retail investors. During the Bonus Holding Period, the investor purchases 10 additional Shares and later sells 50 Shares. What is the number of Shares eligible for the Bonus Shares award?

Answer: 60, because the most recently purchased Shares are deemed to be the first Shares that are sold, with the remaining 40 Shares that are sold reducing the number of originally allocated Offer Shares.


4. An Individual Investor is allocated 100 Offer Shares from retail investors. During the Bonus Holding Period, the investor sells 50 Shares and later purchases 10 Shares. What is the number of Shares eligible for the Bonus Shares award?

Answer: 50, because the balance of Shares eligible for Bonus Shares is permanently reduced to a maximum of 50 upon the initial sale.


5. An Individual Investor is allocated 1,000 Offer Shares from retail investors. During the Bonus Holding Period, the investor purchase 1,000 Shares and later sells 500 Shares. What is the number of Bonus Shares awarded to the individual investor?

Answer: 100 and not 150, because investors are only entitled to maximum of 100 bonus shares. In addition, the allocated Offer Shares have remained in the account and the 500 shares that are sold are from the most recently purchased Shares.


6. An Individual Investor is allocated 1,500 Offer Shares from retail investors. During the Bonus Holding Period, the investor did not purchase or sell Shares. What is the number of Bonus Shares awarded to the individual investor?

Answer: 100 and not 150, because investors are only entitled to maximum of 100 bonus shares.


(d) Shariah compliance

33. Is the offer Shariah-compliant?

The Offer is supported by a full range of Receiving Entities. The most conservative and Sharia-compliant banks are participating in the IPO - including Al Rajhi Bank, Alinma Bank and Al Bilad Bank.


34. Is the company Shariah-compliant?

As per our bank’s guidelines, it is a Sharia-compliant company.


35. Will investment in the company's offered shares are applicable to Zakat tax? And how will the Zakat tax be calculated?

will the Zakat tax be calculated? Pursuant to Royal Order No. 16712, dated 11/3/1441H (corresponding to 8/11/2019G), the zakat obligations resulting from investments in the shares when listed on the Exchange will be settled as described in the following sentence. The zakat amounts resulting from such investments will be calculated and deducted from tax payments by the company and transferred to the zakat account at the Ministry of Finance for transfer eligible zakat recipients in accordance with applicable law.


(e) Gulf Cooperation Council (GCC) Investors

36. Are GCC individual nationals allowed to subscribe?

If GCC investors are able to open a bank account with any of the receiving entities, then they can subscribe through their bank accounts taken into considerations Saudi Arabian Monetary Authority’s (“SAMA”) regulations.


37. What are the required document(s) to complete the subscription process?

The original and copy of the valid ID card.


38. What are the available channels for GCC investors to subscribe?

  • Branches of the Saudi Receiving Entities
  • اInternet, telephone banking or ATMs of any of the Saudi Receiving Entities

However, in case the GCC investor does not have a bank account with any of the receiving entities, then the GCC investor shall visit any of the receiving entities branches to open a bank account.


39. Where will the final excess amount or additional shares be deposited?

It will be deposited to the investor’s Saudi current bank account.


40. Are GCC investors eligible for bonus shares?

No, only the Saudi national investors.

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