Petro Rabigh shareholders to vote on capital increase on Sept. 29

Logo of Rabigh Refining and Petrochemical Co.

Rabigh Refining and Petrochemical Co. shareholders will vote on the board's recommendation to increase capital by 31.5%, or SAR 5.26 billion, to be allocated for founding shareholders Saudi Arabian Oil Company (Saudi Aramco) and Sumitomo Chemical Company, Limited.

 

Capital Increase Details

Current Capital

SAR 16.71 bln

Number of Shares

1.67 bln

New Capital

SAR 21.97 bln

New Number of Shares

1.67 billion ordinary shares of one class (class A)

526.36 million shares of a different class (Class B)

Nominal Value

SAR 10/share for the two classes

Percentage of Increase

31.5%

Reason for Increase

Improving the company's operating ability and enhancing its financial position

Capital Increase Method

Issuing 526.36 million ordinary shares (class B), or 31.5% of capital, at SAR 10 each, totaling SAR 5.26 billion, to shareholders Aramco and Sumitomo Chemical

Rights Issue Proceeds

 SAR 3.68 billion to partially repay Phase II project facilities

 

SAR 1.58 billion to partially repay bridge loans
 

The company also stated that since Saudi Aramco and Sumitomo are significant shareholders (related parties) and have pledged not to vote on the first agenda item, their votes will not be taken into consideration with regard to that agenda items. Other agenda items may be put to a vote by Sumitomo and Saudi Aramco to eliminate any doubt.

 

For More IPOs

 

According to the company, the capital increase would enhance its financial position and assist it to achieve its growth and turnaround strategy. The board sees that it is in the best interest of the company and its shareholders. It has selected the proposed structure, which involves issuing new class B ordinary shares that do not carry voting rights and have specific and limited rights to dividends. The aim is to enhance capital contribution while minimizing the impact on existing shareholders.

 

Timetable for Deal

Completion of the Sale Transaction between Aramco and
Sumitomo

Within 15 business days from the date of the EGM’s approval of the capital increase decision.


The completion is expected to occur no later than:

October 27, 2025, in the event the capital increase is approved at the first or second EGM meeting.


November 19, 2025, in the event the capital increase is approved at the third EGM meeting.

Sumitomo and Aramco deposit the subscription money into the business's bank account

Following the completion of the sale transaction, and in


any case within 15 business days from the date of the EGM’s approval of the capital increase decision. This is expected to occur no later than:

October 27, 2025, in the event the capital increase is approved at the first or second EGM meeting.

November 19, 2025, in the event the capital increase is approved at the third EGM meeting.

Issuance of the Class B ordinary shares and their deposit with
Edaa (Subscription Completion)

Expected within two to five days of trading following the deposit of the subscription proceeds, which is expected to take place no later than Nov. 3, 2025.

Amending the company’s commercial registration and providing the Ministry of Commerce with the amended bylaws

Within 15 calendar days from the subscription completion.

 

If the company declares dividends, then the class B ordinary shares shall only be entitled to the least of:

 

− 30% of the amount to be declared as a dividend by the company, whether annual or interim.

 

− Accumulated and unpaid dividends (for the current year and prior years) on class B ordinary stock as of the date thereof.

 

Shareholders’ circular

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