Share Issue/Capital Change • Feb 1, 2013
Share Issue/Capital Change
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT
Amsterdam, the Netherlands / 1 February, 2013 8:30 AM
OCI N.V. announced today that as of the latest filings on 31 January 2013, shareholders, including the Sawiris family and Abraaj Capital, holding a total of 149,036,822 shares representing 93.3% of OCI's Regulation S GDRs (GDRs) and 72.0% of total shares outstanding have accepted the offer to exchange their GDRs for OCI N.V. shares. Trading of OCI N.V. shares on the NYSE Euronext in Amsterdam began on 25 January, 2013.
Omar Darwazah Email: [email protected]
Erika Wakid Email: [email protected]
Hassan Badrawi Director
Tel: +202 2461 1036/0727/0917 Fax: +202 2461 9409
www.ocinv.nl
Herikerbergweg 238, 1101 CM Amsterdam Zuidoost, The Netherlands
OCI N.V. stock symbol: OCI / OCI.NA
www.orascomci.com
OCI S.A.E. stock symbols: OCIC.CA / OCIC EY / OCICqL / ORSD / ORSCY
Orascom Construction Industries (OCI) Nile City Towers – South Tower 2005A Corniche El Nil Cairo, Egypt
This press release is an advertisement and not a prospectus and investors should not subscribe for any shares or other securities referred to in this press release except on the basis of information in the Offering Circular or the Supplement published by the Company in connection with the admission of the OCI N.V. Shares to listing and trading on NYSE Euronext Amsterdam. The Supplement constitutes a supplement published in connection with a takeover offer for the purpose of article 16 of the European Union Directive 2003/71/EC as amended, and has been prepared in accordance with the Dutch Financial Supervision Act, for the purpose of giving new additional information with regard to the listing. Copies of the Offer Document, the Offering Circular and the Supplement are available to eligible participants on the Company's website (www.ocinv.nl). This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company.
This press release may not be published, distributed, transmitted or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia). This press release does not constitute an extension into the United States of the offer mentioned in this press release, nor does this press release constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. OCI GDR Holders located or resident in the United States or who are acting for the account or benefit of, a such persons will not be eligible to participate in the offer described in this press release. Offer documents, including the Offer Document and Offering Circular describing the terms of the offer, when issued, will not be distributed or sent into the United States.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially form those contained in the Company's projections or forward-looking statements, including, among others, general economic conditions, its competitive environment, as well as many other risks specifically related to the Company and its operations.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities referred to herein may not be offered, or sold in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or another exemption form, or in a transaction not subject to, the registration requirement of the Securities Act.
These materials and information contained herein are not a public offer or advertisement of securities in the Netherlands, and are not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any shares or global depositary receipts in the Netherlands.
This press release is directed in the United Kingdom only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and to (iii) persons to whom it would otherwise be lawful to distribute it.
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