
Press Release
Press Release – London, 2 June 2026
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 GREEN PALM 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.
Green Palm Bidco S.à r.l. Announces Successful Pricing of GMTN Notes Offering
Green Palm Bidco S.à r.l., a private limited liability company (société à responsabilité limitée) organised under the laws of the Grand Duchy of Luxembourg ( “Green Palm”), has successfully priced its offering of (i) U.S.$1,500,000,000 in aggregate principal amount of its 5.9573% senior notes due 2041 (the “2041 Notes”) and (ii) U.S.$2,000,000,000 in aggregate principal amount of its 6.4623% senior notes due 2046 (the “2046 Notes”, and, together with the 2041 Notes, the “GMTN Notes”), to be issued at 100% of their nominal value, under its U.S.$8,000,000,000 Global Medium Term Note Programme.
The offering of the GMTN Notes is subject to customary closing conditions, and settlement is expected to occur on or about 11 June 2026.
Green Palm will utilise the funds received by it from the issuance of the GMTN Notes to (a) partially prepay the U.S.$7.8 billion outstanding under its existing bridge term loan facility (“Bridge Facility”) entered into in connection with Green Palm’s acquisition of a minority interest in Jafurah Midstream Gas Company (a subsidiary of Saudi Arabian Oil Company) and (b) pay fees, costs and expenses.
On or prior to the issuance of the GMTN Notes, Green Palm will upsize its Bridge Facility for an aggregate amount of U.S.$13,100,000. Green Palm expects to utilise the proceeds from the upsize to service financing costs under its outstanding indebtedness, including the GMTN Notes.
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The GMTN Notes offering is being made pursuant to an offering circular. This announcement does not constitute an offer to sell or a solicitation of an offer to buy the GMTN Notes or any other security in any jurisdiction and shall not, in any circumstances, 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 GMTN Notes 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 GMTN Notes 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 instruments (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; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 on prospectuses for securities (as amended, the “Prospectus Regulation”).
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 the Prospectus Regulation. This announcement has been prepared on the basis that any offer and sale of the GMTN Notes 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 GMTN Notes 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. For these purposes, a retail investor means a person who is not 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 European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal Agreement) Act 2020 (“EUWA”).
This announcement is for distribution only to persons (i) who are qualified investors pursuant to paragraph 15 of Schedule 1 to the POATRs, (ii) 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”), (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iv) who are outside the United Kingdom, or (v) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended) 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 has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will be made pursuant to an exemption from the prohibition on offers to the public under the POATRs.
MiFID II and UK MiFIR professionals/ECPs-only / No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary – 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)/DISC disclosure document has been prepared as not available to retail investors in the EEA or the United Kingdom.
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 herein, including, without limitation, those regarding Green Palm’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, Jafurah Midstream Gas Company nor any of their respective affiliates (other than Green Palm) are participating in the issue and offering of the GMTN Notes, nor have any of them approved the contents of this announcement or any offering circulars relating to the GMTN Notes. As such, none of Saudi Arabian Oil Company, Jafurah Midstream Gas Company nor their respective affiliates (other than Green Palm) accepts any responsibility for this announcement, its contents, or any statement purported to be made on their behalf by Green Palm, or any other party. Each of Saudi Arabian Oil Company, Jafurah Midstream Gas Company and their respective affiliates (other than Green Palm) 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 GMTN Notes, this announcement and any related offering circulars.
Press Release – London, 1 June 2026
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 GREEN PALM 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.
Green Palm Bidco S.à r.l. Announces the establishment of a Global Medium Term Note Programme and the Offering of Notes under such Programme
Green Palm Bidco S.à r.l., a private limited liability company (société à responsabilité limitée) organised under the laws of the Grand Duchy of Luxembourg (“Green Palm”), has today established a U.S.$8,000,000,000 Global Medium Term Note Programme (the “Programme”) and launched an offering of senior notes (the “Notes”) under the Programme.
The offering of the Notes is subject to customary closing conditions. Green Palm will utilise the funds received by it from the issuance of the Notes to (a) partially prepay the U.S.$7.8 billion outstanding under its existing bridge term loan facility (“Bridge Facility”) entered into in connection with Green Palm’s acquisition of a minority interest in Jafurah Midstream Gas Company (a subsidiary of Saudi Arabian Oil Company) and (b) pay fees, costs and expenses.
Concurrently with the issuance of the Notes, Green Palm expects to upsize the existing Bridge Facility by an aggregate amount of up to U.S.$150,000,000. Green Palm expects to utilise the proceeds from the upsize to service financing costs under its outstanding indebtedness, including the Notes.
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The Notes 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 Notes or any other security in any jurisdiction and shall not, in any circumstances, 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 Notes 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 Notes 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 instruments (as amended, “MiFID II”); (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; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 on prospectuses for securities (as amended, the “Prospectus Regulation”).
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 the Prospectus Regulation. This announcement has been prepared on the basis that any offer and sale of the Notes 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 Notes 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. For these purposes, a retail investor means a person who is not 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 European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal Agreement) Act 2020) (“EUWA”).
This announcement is for distribution only to persons (i) who are qualified investors pursuant to paragraph 15 of Schedule 1 to the POATRs, (ii) 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”), (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iv) who are outside the United Kingdom, or (v) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended) 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 has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will be made pursuant to an exemption from the prohibition on offers to the public under the POATRs.
MiFID II and UK MiFIR professionals/ECPs-only / No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary – 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)/DISC disclosure document has been prepared as not available to retail investors in the EEA or the United Kingdom.
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 herein, including, without limitation, those regarding Green Palm’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, Jafurah Midstream Gas Company nor any of their respective affiliates (other than Green Palm) are participating in the offering of the Notes, nor have any of them approved the contents of this announcement or any offering circulars relating to the Notes. As such, none of Saudi Arabian Oil Company, Jafurah Midstream Gas Company nor their respective affiliates (other than Green Palm) accepts any responsibility for this announcement, its contents, or any statement purported to be made on their behalf by Green Palm, or any other party. Each of Saudi Arabian Oil Company, Jafurah Midstream Gas Company and their respective affiliates (other than Green Palm) 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 Notes, this announcement and any related offering circulars.
