2 August 2013

OCI N.V. Announces Completion of Tender Offer for OCI S.A.E.

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OCI N.V. announced today that as per the closing filings received on 28 July 2013, the Company has completed the execution of all cash and share elections related to its acquisition of Orascom Construction Industries S.A.E. (OCI S.A.E.). OCI N.V. now owns 97.44% of OCI S.A.E. excluding employees’ share options in issue. As a result of the transaction, total issued shares by OCI N.V. reached 201,661,948 shares. Cash and share elections will be settled by Misr for Central Clearing, Depository and Registry (MCDR) on 5 August.


Approximately US $1 billion was invested and converted into Egyptian Pounds through the Central Bank of Egypt (CBE) in order to finance the total cash elections of 29,180,180 shares. Financing was provided by U.S. investors including Cascade Investment, L.L.C., Southeastern Asset Management, and Davis Selected Advisers.


To accommodate shareholders in OCI S.A.E. who did not participate in the tender offer, an announcement will be made by OCI N.V. to explain the process for requesting the cash offer which is expected to be available for a period of six months and published on our corporate website. A separate announcement addressing outstanding Global Depository Receipts and American Depository Receipts will also be made as soon as possible. Both announcements are subject to relevant regulatory approvals.


Advisors for the Transaction

International Financial Advisors: Allen & Co, Barclays Bank PLC, Citigroup, Rabobank International

Exclusive Local Financial Advisor: CI Capital Investment Banking

Strategic Advisors: Allen & Co

Cash Confirmation Banks: Barclays Bank Egypt, Citibank Egypt

Information Agent: DF King Worldwide

Listing Agent NYSE Euronext Amsterdam: Rabobank International

Legal Advisors to the Company: Allen & Overy LLP

Legal Advisors to the Company and Cash Confirmation Banks: Zaki Hashem & Partners

Communications Advisor: Teneo Strategy LLC


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