Arab Petroleum Investments Corporation - Consent Solicitation - Launch - LIBOR

announces consent solicitation in respect of its

USD 300,000,000 Floating Rate Notes due April 2024 (XS1966017672) (the "April 2024 Notes"); and

USD 325,000,000 Floating Rate Notes due December 2024 (XS2082322822) (the "December 2024 Notes")

(each a "Series" and together the "Notes")

17 MAY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"17 May 2023. The Issuer announces today an invitation (the "Consent Solicitation") to holders of the Notes to consent, by way of Extraordinary Resolutions at separate meetings of the holders of each Series of Notes, to the modifications of the terms and conditions of each Series and consequential or related amendments to the transaction documents of such Series such that the existing USD LIBOR interest basis is replaced by a Compounded SOFR interest basis as well as to add or amend benchmark fallback provisions, as further described under "Summary of the Proposals" below."

...

"Summary of the Proposals

The relevant proposal for each Series is for the existing USD LIBOR interest basis that applies to such Series to be replaced by a Compounded SOFR interest basis, such that a Compounded SOFR interest basis shall apply to such Series from the first Interest Period for which the relevant Interest Determination Date falls on or after 1 July 2023. For the April 2024 Notes, such Interest Period shall be the Interest Period that commences on 1 October 2023 and, for the December 2024 Notes, such Interest Period shall be the Interest Period that commences on 4 September 2023. The relevant proposal for each Series would also add or amend benchmark fallback provisions to the Conditions for each Series of Notes.

If the Extraordinary Resolution is passed in respect of any Series, the proposed amendments to the relevant Conditions will be binding on all Noteholders of such Series of Notes, including those Noteholders of such Series who do not vote in respect of, or vote against, the relevant Proposals.

If the Extraordinary Resolution is passed at the relevant Meeting in respect of any Series and the relevant Eligibility Condition is satisfied (or waived), the Issuer will determine when execution and delivery of the relevant Supplemental Agency Agreement is to take place and will announce the effective date for implementation of the relevant Proposals.

Noteholders are advised to review the relevant Supplemental Agency Agreement, which sets out the proposed amendments to the relevant Conditions as appended to the Consent Solicitation Memorandum at Annex B (Form of the April 2024 Notes Supplemental Agency Agreement) and Annex C (Form of the December 2024 Notes), as applicable.

No Consent Fee is payable in connection with the Proposals."