Orascom Construction Industries (OCIC.CA) said OCI N.V. announced on Sunday 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 said in a release that the transaction consists of two separate, and independent, elements; an offer to acquire all of OCI’s Regulation S GDRs in exchange for OCI N.V. shares (the GDR Exchange Offer); and a mandatory tender offer to acquire all of OCI’s ordinary shares in exchange for OCI N.V. shares or cash at EGP 280 per OCI share in compliance with Egyptian regulations (the Share Exchange Offer with a Cash Alternative).
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.
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.
Commenting on the transaction, Mr. Nassef Sawiris, the Chief Executive Officer (CEO) of OCI, 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.”
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.
Principal OCI GDR holders, the Sawiris family and The Abraaj Group, who hold OCI GDRs representing approximately 60% of the entire issued share capital of OCI, have submitted all their OCI GDRs to exchange for OCI N.V. shares and have committed to finance any shortfall in the cash payable to the holders of OCI ordinary shares under the Share Exchange Offer with a Cash Alternative. It is expected that the Sawiris family and The Abraaj Group shall at a minimum continue to maintain the same level of ownership in the Company as they have in OCI or they may increase their holdings.
The Company has completed its application to the Dutch Authority for the Financial Market (Autoriteit Financiële Markten) (AFM) in respect of the Offering Circular prepared in connection with the admission to listing and trading of the OCI N.V. Shares on NYSE Euronext Amsterdam. Listing is expected to occur on 25 January 2013 and the OCI N.V. shares will be quoted in US dollars and Euros. The Company also plans to subsequently launch an ADR program on the New York Stock Exchange.
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.
OCI N.V. expects the transaction to result in the following benefits for the Group and its stakeholders:
Enhanced international credit profile: A listing on NYSE Euronext Amsterdam will allow the Company
deeper access to capital markets such as the Eurobond market. In addition, the Company expects to attain
higher credit ratings from global rating agencies facilitating its debt financing.
Enhanced investor profile: A listing on NYSE Euronext Amsterdam will serve to attract a wider investor
base, increasing share liquidity and allowing the Company to pursue its current investment mandate.
Growth opportunities: The transaction will help raise the Group’s profile in the international investment
and banking communities and create more growth opportunities.
International governance: The international listing further underscores the Company’s commitment to
international governance and financial control standards according to which it operates its business.
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.
