Nogaholding successfully returns to international capital markets with a $750mln 10-year sukuk significantly oversubscribed

Manama, Bahrain: The Oil & Gas Holding Company B.S.C. (c) (“nogaholding”) announces that it has successfully priced USD 750m international trust certificates with a maturity date of 25 May 2033 and a profit rate of 6.625%. This transaction marks nogaholding’s successful return to the international capital markets. The new 10-year senior unsecured Sukuk Al Ijara / Murabaha is rated B+ by Fitch and has priced at a spread of 306.1bps over US Treasuries. The trust certificates will be issued under nogaholding Sukuk Limited’s USD 3bn trust certificate issuance programme.

nogaholding also announced a tender offer for cash on its outstanding USD 750m notes maturing in 2024, which is intended to proactively manage its balance sheet and maturity profiles, starting with the 2024 maturity.

nogaholding received strong interest from regional and international investors, across Bahrain and the other Gulf countries, as well as Europe and Asia. The issuance was more than five times oversubscribed, with participation from investors demonstrating sustained, strong and valued support to nogaholding and the Kingdom of Bahrain.

Arab Banking Corporation (B.S.C.), Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank plc, J.P. Morgan Securities plc and National Bank of Bahrain B.S.C. acted as joint lead managers and bookrunners with respect to the issuance. Lazard acted as the sole financial advisor.

Commenting on the new issue, Group Chief Executive Officer of nogaholding, Mark Thomas, said: “We are very proud of and welcome the support of the international investors to our continued efforts to support the Kingdom of Bahrain’s energy strategy. We value the confidence of our investors, highlighting our strong credit and transition into an integrated energy company. The new issue will contribute to nogaholding’s strategy of proactively managing its debt profile moving forward, in line with its capital structure and corporate strategy.”

The issuance of the trust certificates is expected to close and the trust certificates are expected to be issued on or about 25 May 2023, subject to customary closing conditions.

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DISCLAIMER

This announcement is not an offer for sale of securities.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the trust certificates in the United States or any other jurisdiction where to do so would be unlawful. The trust certificates have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The trust certificates will not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act. The trust certificates will only be offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. No public offering of the trust certificates will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.

This announcement has not been approved by the United Kingdom Financial Conduct Authority. This announcement is not being provided to, and must not be passed on to, the general public in the United Kingdom. This announcement is only being made to and is only addressed to or directed at: (a) if the distribution of the securities to which this announcement relates is to be effected by a person who is not an authorised person under Financial Services and Markets Act 2000 of the United Kingdom, as amended, only the following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”), (ii) persons falling within any of the categories of persons described in Article 49 (High net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, and (iii) any other person to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order; and (b) if the distribution is to be effected by a person who is an authorised person under FSMA, only the following persons: (i) persons falling within one of the categories of Investment Professional as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “Promotion of CISs Order”), (ii) persons falling within any of the categories of persons described in Article 22 (High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order, and (iii) any other person to whom it may otherwise lawfully be promoted (all such persons together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any security, investment or investment activity to which this announcement may relate is only available to any invitation, offer, or agreement to engage in such investment activity, is only available to relevant persons and will be engaged in only with relevant persons. No other person should rely on it or any of its contents.

This communication is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129. Investors should not subscribe for any securities except on the basis of information contained in the base listing particulars published by the Issuer on 15 May 2023 (the “Base Listing Particulars”) and the pricing supplement. The Base Listing Particulars are, and the pricing supplement when published, will be available at https://www.euronext.com/en/markets/dublin. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended).

UK MiFIR professionals/ECPs only – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Forward-looking Statements

This announcement may include “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 this announcement, including, without limitation, those regarding nogaholding’s intentions, beliefs or current expectations concerning, among other things: nogaholding’s future financial conditions and performance, results of operations and liquidity; nogaholding’s strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which nogaholding participates or is seeking to participate; and anticipated regulatory changes in the industry in which nogaholding operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate”, “believe”, “continue”, “ongoing”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “target”, “seek” or, in each case, their negative, or other variations or 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. Readers are cautioned that forward-looking statements are not guarantees of future performance and that nogaholding’s actual financial condition, results of operations and cash flows, and the development of the industry in which nogaholding operates, may differ materially from (and be more negative).