Rabigh Petroleum Plans to Increase Capital to $5.85 Billion

Saudi Arabia’s Rabigh Refining and Petrochemical Company, has informed its shareholders about the Board’s recommendation to increase the company’s capital from $4.45 billion to $5.85 billion by issuing new shares.

This capital increase will be through issuing 526,364,998 Class B ordinary shares, representing a 31.5% increase in the current capital of the company, at an offer price of $2.66 per share, and a total issuance value of $1.4 billion to the founding shareholders Saudi Aramco and Sumitomo Chemical Co Ltd.

Rabigh will use the proceeds of the capital increase of $1.4 billion, to partially prepay the Company’s debt.

The capital increase is part of the Rabigh’s strategic plan aimed at improving its operational status and strengthening its financial position, which is aimed at enhancing the company’s ability to grow and deliver value to its shareholders.

Currently, the Rabigh has only one type and class of shares. After the capital Increase, it will have one type of shares, being ordinary shares, but will have two classes of ordinary shares, being: the existing shares which will be labelled “Class A” and the new shares, which will be labelled “Class B,” the company said.

The Class B ordinary shares will have specific characteristics, in particular, it will not have any voting power and will have certain rights over dividends (if distributed), which will accrue at varying percentages starting from the year 2028, and priority in the case of liquidation.

Other than changes due to Class B ordinary shares rights, there will be no change to any right or obligation of the Class A ordinary shares. The shareholders’ circular that the Company intends to publish will include all details about the characteristics and the rights of the Class B ordinary shares.

Subject to Approvals

The capital increase is subject to the approval of the company’s extraordinary general assembly (EGM), which will be announced in due course.

Well in advance of such Capital Increase EGM, Rabigh will publish a circular to its shareholders which will include the details of the capital Increase, the characteristics of, and restrictions on, the Class B ordinary shares, risk factors, and other financial and legal information, which will allow the shareholders to make informed decisions on the EGM resolutions.

In this regard, Rabigh has entered into a subscription agreement with Aramco and Sumitomo which includes the terms and conditions related to the Capital Increase and the issuance and subscription for the Class B ordinary shares.

The subscription agreement terminates if the conditions are not satisfied within a maximum period of eight months from the date of its execution (30 April 2026), unless the parties agree otherwise, Rabigh said.

It may be recalled that Rabigh’s net losses narrowed to $550 million in the first half of 2025, compared with $660 million in H1 2024, while revenues dropped 13.6% y-o-y to $4.13 billion. The company’s accumulated losses hit $1.96 billion by the end of H1, equivalent to 43.9% of its share capital.