Natwest Markets, Banco Santander sell 25 mln shares in SABB

Citigroup Saudi Arabia and Goldman Sachs Saudi Arabia received a notice from Natwest Markets Plc and Banco Santander S.A. about selling around 25 million shares in Saudi British Bank (SABB), or about 1.25% of the bank’s capital, according to a term sheet seen by Reuters. 
 

Citigroup Saudi Arabia and Goldman Sachs Saudi Arabia are acting as joint bookrunners and joint brokers with respect to the sale, according to a term sheet sent to Tadawul. 

The joint bookrunners and brokers have agreed, following pricing of the sale, to acquire the shares from NatWest Markets Plc and Banco Santander S.A., through private transactions (negotiated deals). The shares will be sold at the same price each by Citigroup Global Markets Limited and Goldman Sachs International to end-investors through negotiated deals, pursuant to the relevant regulations and an accelerated book-building process (the placing). 

The initial sale of the shares to the respective affiliates of the joint bookrunners and the onward sale of the shares to end-investors will each be recorded as separate trades on Tadawul. Accordingly, trading volumes of double the transaction size will be recorded on Tadawul.  

The placing will launch immediately following this announcement.

The placing shares may be sold to institutional investors inside and outside the Kingdom, including to institutional investors outside the US in accordance with Regulation S under the US Securities Act of 1933, as amended (the Securities Act) and to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act. 

Under the terms of the placing, Natwest Markets and Banco Santander have agreed not to dispose of any remaining shares that they own in SABB for 90 days at least.  

This shall not apply to the sale of shares pursuant to the placing, or a sale or transfer by Natwest Markets and Banco Santander of equity securities of SABB, other than a sale or transfer involving a general or public offer or distribution of equity securities; provided that, as a condition to any such sale or transfer (other than to SABB), the buyer or transferee shall have given a written undertaking to Citigroup Global Markets Limited and Goldman Sachs International (in form and substance satisfactory to Citigroup Global Markets Limited and Goldman Sachs International) to comply with the above restrictions applicable to Natwest Markets and Banco Santander for the remainder of the above lock-up period. 

SABB will not receive any proceeds from the placing.The transfer of shares remains subject to the accelerated bookbuilding process, the execution of the negotiated deals with the potential end-investors and the successful settlement of such transactions.  

Goldman Sachs Saudi Arabia and Citigroup Saudi Arabia will announce any further material developments, including the amount of shares, if any, being sold and the sale price thereof.