Nassef Sawiris, Chairman of Orascom Construction Industries (OCIC.CA), stated that the offer submitted by his company’s Dutch unit OCI N.V. to exchange OCI’s shares and GDRs for the unit’s shares is considered a leap for an Egyptian company in the global arena.
In a statement to Middle East News Agency (MENA), Sawiris added that the difficulties facing his company in Egypt is not behind the transaction.
On the contrary, a group of U.S. investors led by Bill Gates injected around $1 billion into OCI, which means that Egypt’s investment climate is attractive, the top official indicated.
On Sunday, Orascom Construction Industries said OCI N.V. announced it has launched an exchange offer to acquire all of the outstanding Regulation S global depositary receipts (GDRs) of OCI in exchange for ordinary shares in OCI N.V. OCI N.V. (also referred to in this Announcement as the Company) plans to subsequently launch an ADR program on the New York Stock Exchange.
OCI N.V. has obtained commitments in excess of US$ 2 billion from participating investors, including US$ 1 billion from US investors comprising Cascade Investment, L.L.C., an entity wholly owned by Bill Gates, Southeastern Asset Management, and Davis Selected Advisers, to provide the funding required under the Share Exchange Offer with a Cash Alternative to pay shareholders who elect to tender their OCI ordinary shares for cash.
Commenting on the transaction, Nassef Sawiris said “This transaction is proof of the existing international appetite to invest in Egypt and bodes well for the Egyptian economy with more than US$ 1 billion committed by US investors. OCI’s existing Egyptian operational headquarters, assets, and 45,000 Egyptian employees comprising half of the Group’s global employee base stand to benefit from our expanded access to capital. We expect our new profile to positively impact the Group’s ability to expand in Egypt and pursue its growth strategy.”
Sawiris noted that the OCI’s transaction was primarily planned six months ago.
He said if he was not willing to continue making investments in Egypt, he would then offer OCI’s whole stakes for sale indeed noting that the firm always receives acquisition offers. On the contrary, OCI chairman said he would announce within the coming days the launch of new investments in Egypt in field of fertilizers.
It is expected that the foreign currency funds under the Share Exchange Offer with a Cash Alternative will be converted into Egyptian Pounds through the Central Bank of Egypt. The investment into OCI N.V. to finance the share cash alternative represents the largest foreign investment involving Egypt since the revolution, resulting in one of the largest foreign currency inflows into the country since then.
As at the date of the transaction, the OCI GDRs represented approximately 75% of the total outstanding OCI ordinary shares.
Under the GDR Exchange Offer, holders of OCI GDRs will be entitled to receive one OCI N.V. share for each one OCI GDR they validly tender. Following completion of the GDR Exchange Offer and the Share Exchange Offer with a Cash Alternative, OCI’s GDR program will be retired. Application is being made for the listing and trading of the OCI N.V. shares on NYSE Euronext in Amsterdam (NYSE Euronext Amsterdam). OCI will maintain its presence on the EGX either directly or through an Egyptian Depository Receipts (EDR) program to be launched by the Company.
The Share Exchange Offer with a Cash Alternative will comprise both an offer to exchange the OCI shares for OCI N.V. shares on identical terms offered to the holders of OCI GDRs, and a cash alternative at the price of EGP 280 per OCI share. The Company will approach the Egyptian Financial Supervisory Authority (EFSA) in relation to its application for approval of the Share Offer within two business days of this announcement.
Impact and Rationale for the Transaction:
The transaction will not result in any changes to the day-to-day operations of the business in Egypt. The Group’s North Africa and Middle East headquarters will continue to be located in Cairo and employment there will be unaffected. The Group’s construction business will continue to grow by actively pursuing infrastructure activities in Egypt, among other activities.
Board of Directors:
OCI N.V. will have a one-tier board, consisting of two executive and three independent non-executive directors.
Mr. Michael Bennett, the former CEO of Terra Industries, will serve as Chairman. Mr. Jan Alberts Ter Wisch, former partner at Allen & Overy LLP, and Mr. Arif Naqvi, the founder and Group CEO of The Abraaj Group, will serve as non-executive independent directors. Mr. Nassef Sawiris, OCI’s CEO, and Mr. Salman Butt, OCI’s Chief Financial Officer (CFO), will serve as executive directors. Following the transaction, the Company will take the necessary steps to expand the board of directors including additional independent non- executive directors.
