Press Release

Press Release – London, 10 February 2023 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GREENSAIF PIPELINES BIDCO S.À R.L. OR TMS ISSUER S.À R.L. 

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE KINGDOM OF SAUDI ARABIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. 

GreenSaif Pipelines Bidco S.à r.l. Announces Successful Pricing of Notes Offerings and TMS Issuer S.à r.l. Announces Successful Pricing of Trust Certificates Offering 

GreenSaif Pipelines Bidco S.à r.l., a private limited liability company (société à responsabilité limitée) organised under the laws of the Grand Duchy of Luxembourg (“GreenSaif”), has successfully priced its offering of (i) $1,500,000,000 in aggregate principal amount of its 6.129% senior notes due 2038 (the “GMTN Notes”), and (ii) $1,500,000,000 in aggregate principal amount of its 6.510% senior notes due 2042 (the “Formosa Notes”, and together with the GMTN Notes, the “Notes”), each to be issued at 100% of their nominal value, under its U.S.$11,500,000,000 Global Medium Term Note Programme (the “Programme”). TMS Issuer S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg (the “Sukuk Issuer”), has concurrently successfully priced an offering of $1,500,000,000 in aggregate principal amount of its trust certificates due 2032 (the “Certificates”, and together with the Notes, the “Securities”) to be issued at 100% of their nominal value. An amount equal to 70% of the proceeds from the issuance of the Certificates are to be used by the Sukuk Issuer to purchase Wakala Assets from GreenSaif and the remaining proceeds are to be used by the Sukuk Issuer to purchase certain Shari’a-compliant commodities in order for it to sell on such commodities to GreenSaif, on a deferred payment basis, for GreenSaif to further on-sell, at its option, for cash to certain independent third-party purchasers. 

The offerings of the Securities are subject to customary closing conditions, and settlement is expected to occur on or about 23 February 2023. 

GreenSaif will utilise the funds received by it from the issuance of the Notes, together with the proceeds from the sale of the Wakala Assets and on-sale of the Shari’a-compliant commodities, together with the proceeds from certain derivative instruments, (a) to prepay, in part, the U.S.$13.4 billion term loan facility (the “Bridge Bank Facility”) entered into in connection with GreenSaif’s acquisition of a minority interest in Aramco Gas Pipelines Company (a subsidiary of Saudi Arabian Oil Company), provided that the funds from the sale of the Wakala Assets and on-sale of the Shari’a-compliant commodities will be used in payment of the principal component only of the Bridge Bank Facility, and (b) to pay fees, costs and expenses incurred in connection with the transactions. 

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Each of the Notes offerings and the Certificates offering is being made pursuant to an offering circular. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Securities or any other security in any jurisdiction and shall not, in any circumstance, constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. 2 

It may be unlawful to distribute this announcement in certain jurisdictions. 

The Securities may not be sold in the United States or to, or for the account or benefit of, U.S. persons (“U.S. Persons”) as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) unless they are registered under the Securities Act or are exempt from registration. This announcement is not for distribution in the United States, or to U.S. persons. The offering of securities described in this announcement has not been and will not be registered under the Securities Act and accordingly any offer or sale of these securities may be made only in a transaction exempt from the registration requirements of the Securities Act. 

The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instrument (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. 

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 on prospectuses for securities (the “Prospectus Regulation”). This announcement has been prepared on the basis that any offer and sale of the Securities in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. 

The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. 

This announcement is only being distributed to persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) that are outside the United Kingdom, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. 

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). This announcement has been prepared on the basis that any offer and sale of the Securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of securities. 3 

MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. 

For any Formosa Notes which may be admitted to listing and trading on the Taipei Exchange (the “TPEx” ) in the Republic of China (the “ROC”) pursuant to the applicable rules of the TPEx, the TPEx is not responsible for the contents of this announcement and/or any supplement or amendment thereto and no representation is made by the TPEx as to the accuracy or completeness of this announcement and/or any supplement or amendment thereto. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this announcement and/or any supplement or amendment thereto. The admission of the Formosa Notes to listing and trading on the TPEx shall not be taken as an indication of the merits of GreenSaif or the Formosa Notes. 

The Formosa Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to investors other than “professional institutional investors” as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act of ROC. Purchasers of the Formosa Notes are not permitted to sell or otherwise dispose of the Formosa Notes except by transfer to a professional institutional investor as aforementioned. 

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in herein, including, without limitation, those regarding GreenSaif’s plans, objectives, goals and targets. In certain instances, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “projected”, “should”, or “will” or the negative of such terms or other comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that actual results may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this announcement. 

None of Saudi Arabian Oil Company, Aramco Gas Pipelines Company nor any of their respective affiliates (other than GreenSaif) are participating in the issue and offering of the Securities, nor have any of them approved the contents of this announcement or any offering circulars relating to the Securities. As such, none of Saudi Arabian Oil Company, Aramco Gas Pipelines Company nor their respective affiliates (other than GreenSaif) accepts any responsibility for this announcement, its contents, or any statement purported to be made on their behalf by GreenSaif, the Sukuk Issuer or any other party. Each of Saudi Arabian Oil Company, Aramco Gas Pipelines Company and their respective affiliates (other than GreenSaif) accordingly disclaims all and any liability, whether arising in tort, contract, securities law, or otherwise, which might otherwise be claimed or raised in respect of the issue and offering of the Securities, this announcement and any related offering circulars. 


 Press Release – London, 6 February 2023 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GREENSAIF PIPELINES BIDCO S.À R.L. 

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE KINGDOM OF SAUDI ARABIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. 

GreenSaif Pipelines Bidco S.à r.l. Announces the establishment of a Global Medium Term Note Programme and the Offering of Notes under such Programme and TMS Issuer S.à r.l. Announces Offering of Trust Certificates 

GreenSaif Pipelines Bidco S.à r.l., a private limited liability company (société à responsabilité limitée) organised under the laws of the Grand Duchy of Luxembourg ( “GreenSaif”), has today established a U.S.$ 11,500,000,000 Global Medium Term Note Programme (the “Programme”) and launched an offering of senior notes (the “Notes”) under the Programme. TMS Issuer S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg (the “Sukuk Issuer”), has concurrently launched an offering of trust certificates (the “Certificates”, and together with the Notes, the “Securities”). At least 70% of the proceeds from the issuance of the Certificates are expected to be used by the Sukuk Issuer to purchase Wakala Assets from GreenSaif and the remaining proceeds are expected to be used by the Sukuk Issuer to purchase certain Shari’a-compliant commodities in order for it to sell on such commodities to GreenSaif, on a deferred payment basis, for GreenSaif to further on-sell, at its option, for cash to certain independent third-party purchasers. 

The offerings of the Notes and the Certificates are subject to customary closing conditions. 

GreenSaif will utilise the funds received by it from the issuance of the Notes, together with the proceeds from the sale of the Wakala Assets and on-sale of the Shari’a-compliant commodities, together with the proceeds from certain derivative instruments, (a) to prepay, in part, the U.S.$13.4 billion term loan facility (the “Bridge Bank Facility”) entered into in connection with GreenSaif’s acquisition of a minority interest in Aramco Gas Pipelines Company (a subsidiary of Saudi Arabian Oil Company), provided that the funds from the sale of the Wakala Assets and on-sale of the Shari’a-compliant commodities will be used in payment of the principal component only of the Bridge Bank Facility, and (b) to pay fees, costs and expenses incurred in connection with the transactions. 

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Each of the offerings is being made pursuant to an offering circular. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Securities or any other security in any jurisdiction and shall not, in any circumstance, constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. 

It may be unlawful to distribute this announcement in certain jurisdictions.

The Securities may not be sold in the United States or to, or for the account or benefit of, U.S. persons (“U.S. Persons”) as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) unless they are registered under the Securities Act or are exempt from registration. This announcement is not for distribution in the United States, or to U.S. persons. The offering of securities described in this announcement has not been and will not be registered under the Securities Act and accordingly any offer or sale of these securities may be made only in a transaction exempt from the registration requirements of the Securities Act. 

The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instrument (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. 

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 on prospectuses for securities (the “Prospectus Regulation”). This announcement has been prepared on the basis that any offer and sale of the Securities in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. 

The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. 

This announcement is only being distributed to persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) that are outside the United Kingdom, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. 

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). This announcement has been prepared on the basis that any offer and sale of the Securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of securities. 

MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only.

(all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. 

For any Notes which may be admitted to listing and trading on the Taipei Exchange (the “TPEx” and such Notes, the “Formosa Notes”) in the Republic of China (the “ROC”) pursuant to the applicable rules of the TPEx, the TPEx is not responsible for the contents of this announcement and/or any supplement or amendment thereto and no representation is made by the TPEx as to the accuracy or completeness of this announcement and/or any supplement or amendment thereto. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this announcement and/or any supplement or amendment thereto. The admission of the Formosa Notes to listing and trading on the TPEx shall not be taken as an indication of the merits of GreenSaif or the Formosa Notes. 

The Formosa Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to investors other than “professional institutional investors” as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act of ROC. Purchasers of the Formosa Notes are not permitted to sell or otherwise dispose of the Formosa Notes except by transfer to a professional institutional investor as aforementioned. 

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in herein, including, without limitation, those regarding GreenSaif’s plans, objectives, goals and targets. In certain instances, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “projected”, “should”, or “will” or the negative of such terms or other comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that actual results may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this announcement. 

None of Saudi Arabian Oil Company, Aramco Gas Pipelines Company nor any of their respective affiliates (other than GreenSaif) are participating in the issue and offering of the Securities, nor have any of them approved the contents of this announcement or any offering circulars relating to the Securities. As such, none of Saudi Arabian Oil Company, Aramco Gas Pipelines Company nor their respective affiliates (other than GreenSaif) accepts any responsibility for this announcement, its contents, or any statement purported to be made on their behalf by GreenSaif, the Sukuk Issuer or any other party. Each of Saudi Arabian Oil Company, Aramco Gas Pipelines Company and their respective affiliates (other than GreenSaif) accordingly disclaims all and any liability, whether arising in tort, contract, securities law, or otherwise, which might otherwise be claimed or raised in respect of the issue and offering of the Securities, this announcement and any related offering circulars.