VDe Vector

OCI shareholders approve transfer to Orascom

The transaction also includes the sale of OCI Nitrogen and is likely to result in OCI disappearing from the Amsterdam stock exchange.

Shareholders in fertiliser producer OCI voted on Friday to approve all proposals for the combination with Egyptian construction company Orascom Construction. According to the company, the sale of OCI Nitrogen, the fertiliser business with a plant in Geleen, has also been approved.

The vote took place during an extraordinary general meeting of OCI shareholders. According to the company’s announcement, all resolutions put to the meeting received sufficient support. A majority of the votes cast by minority shareholders also backed the resolutions.

The approved combination means that OCI will place its activities under Orascom Construction. OCI shareholders will in principle be offered shares in Orascom. According to the company, majority shareholder NNS Holding has also made a cash tender offer of €4.10 per OCI share.

The precise completion must still go through various corporate, legal and stock-market regulatory steps. OCI expects Orascom shares to be credited to the securities accounts of eligible shareholders around 8 December, depending on the further timetable for the offer and settlement.

OCI expects its Amsterdam listing to end shortly, provided the conditions are met. According to the announcement, Euronext has approved a provisional final trading day of 26 November, with the delisting intended to take place on 27 November. That timetable may still change if the required approvals or other conditions are not completed in time.

The transaction is the outcome of a long-running dispute over OCI’s future. Minority shareholders had objected to the earlier plans before the Enterprise Chamber (Ondernemingskamer). At the beginning of October, the court saw insufficient grounds for an inquiry, after temporary directors had concluded that the revised plans took sufficient account of their interests.

For the Netherlands, the sale of OCI Nitrogen is particularly relevant. According to OCI, the plant in Geleen is part of a chemical production chain that supplies, among other things, fertiliser and nitrogen products. The shareholders’ decision in itself says nothing about jobs, production volumes or future investment in Geleen; the new announcement contained no concrete decision on those matters.

The combination has also not yet been fully completed. The company describes the timetable as indicative and links the next steps to further approvals and settlement of the cash offer. According to the company, investors who do not choose shares in Orascom can opt for a cash payment within the terms of the offer.

Respond to this article

← Back to the edition