Capital/Financing Update • Sep 18, 2013
Capital/Financing Update
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, RUSSIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE NOR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, RUSSIA, OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Amsterdam, the Netherlands / 18 September 2013 7:45 AM
OCI N.V. (Bloomberg ticker: OCI NA), the global nitrogen-based fertilizer producer and engineering & construction contractor, announces an equity offering of up to €150 million (the "Equity Offering") together with €300 million (excluding an overallotment option) aggregate principal amount of senior unsecured bonds (the "Bonds") convertible into ordinary shares of OCI N.V. (the "Ordinary Shares") (the "Convertible Bond Offering" and together with the Equity Offering, the "Offerings").
The Equity Offering, which will include for part of it approximately 2 million existing Ordinary Shares (representing treasury shares without underlying ESOP obligations) to be sold by OCI ESOP Limited (a subsidiary of OCI N.V.), will be executed through a non-pre-emptive accelerated bookbuilding process. The current issued and outstanding capital of OCI N.V. amounts to €201,661,948 consisting of 201,661,948 Ordinary Shares with a nominal value of €1 each.
The Ordinary Shares will be offered to institutional investors outside of the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") and to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act.
The Sawiris family, principal shareholder and collective owner of approximately 57 per cent. of the Ordinary Shares, intends to place an order in the Equity Offering via one or several beneficially-owned entities.
The Convertible Bond Offering will be offered to institutional investors outside the United States in accordance with Regulation S under the Securities Act only.
The Bonds will be issued and redeemed at par and are expected to have a final maturity of 5 years, and carry a coupon of 3.375 – 3.875 per cent. per annum, payable semi-annually in arrear. The Bonds will be convertible into
Ordinary Shares at an initial conversion price representing a premium of 27.5 – 32.5 per cent. above the reference price, which will be the placement price of the Equity Offering.
OCI N.V. will grant the Joint Bookrunners and Joint Lead Managers an option to purchase an additional €50 million of Bonds, solely to cover over-allotments (if any).
Settlement of the Bonds is expected to take place on or about 25 September 2013. OCI N.V. intends to apply for admission of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange following settlement.
OCI N.V. has agreed not to issue or sell any additional Ordinary Shares or any equity-linked instruments in respect of the Ordinary Shares for 90 days following the date of this announcement (subject to customary exceptions and save for the additional Ordinary Shares anticipated to be issued in its previously announced exchange offers, which may result in a maximum addition of 5,301,513 shares to the issued and outstanding shares of OCI N.V.).
OCI N.V. intends to use the net proceeds of the Offerings for general corporate purposes including the financing of the extensions to the previously announced exchange offers, to extend its existing maturity profile, and to repay existing debt facilities maturing in the next twelve months owing to among others one of the Joint Bookrunners and Joint Lead Managers.
Settlement of the Ordinary Shares issued in the Equity Offering is expected to take place on Monday 23 September 2013. On the same date, the Ordinary Shares are expected to be admitted to listing and trading on NYSE Euronext in Amsterdam. No prospectus has been or will be published in connection with such admission or the Offerings.
Barclays Bank PLC and J.P. Morgan Securities plc are acting as Joint Global Coordinators and Joint Bookrunners on the Equity Offering. Rabobank International is also acting as Joint Bookrunner on the Equity Offering.
Barclays Bank PLC and J.P. Morgan Securities plc are acting as Joint Bookrunners and Joint Lead Managers on the Convertible Bond Offering.
OCI N.V. is a global nitrogen-based fertilizer producer and engineering & construction contractor based in the Netherlands. The Fertilizer Group owns and operates nitrogen fertilizer plants in the Netherlands, the United States, Egypt and Algeria and has an international distribution platform spanning from the Americas to Asia. The Fertilizer Group ranks among the world's top fertilizer producers with a fertilizer production capacity of nearly 7 million metric tons. The Construction Group provides international engineering and construction services primarily on infrastructure, industrial and high-end commercial projects in the United States, Europe, the Middle East, North Africa and Central Asia for public and private clients. The Construction Group ranks among the world's top global contractors. OCI N.V. employs more than 75,000 people in 35 countries around the globe and is listed on the NYSE Euronext in Amsterdam.
Omar Darwazah Email: [email protected]
Erika Wakid Email: [email protected]
Hassan Badrawi Email: [email protected] Director
Tel: +44 207 439 4801 / +44 771 439 6428
Fax: +44 207 439 4802
This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of OCI N.V. (the "Company", and such securities, the "Securities") in the United States, Australia, Canada, Japan, Russia, South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. The Company does not intend to register any part of the Offerings in the United States or to conduct a public offering of the Securities in the United States.
This announcement is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) who fall within Article 49(2)(a) to (d) of the Order or (iv) to whom this announcement may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant
For additional information on OCI N.V.:
Mijnweg 1, 6167 AC Geleen, The Netherlands
OCI N.V. stock symbols: OCI / OCI.NA / OCI.AS / OCINY
Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged only with Relevant Persons.
In addition, if and to the extent that this announcement is communicated in, or the offered Securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement and the Offerings are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.
In the Netherlands the Securities are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement is made pursuant to Section 5:25i of the Dutch Financial Supervision Act.
Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), each of which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting for OCI N.V. in connection with the Offerings and no-one else and they will not be responsible to anyone other than OCI N.V. for providing the protections afforded to their respective clients nor for providing advice in relation to the Offerings.
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank International"), which is authorised by the Dutch Central Bank and regulated in the Netherlands by the Dutch Authority Financial Markets, is acting for OCI N.V. in connection with the Equity Offering and no-one else and it will not be responsible to anyone other than OCI N.V. for providing the protections afforded to its respective clients nor for providing advice in relation to the Equity Offering.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Barclays, JPMC, Rabobank International or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with OCI N.V., the Ordinary Shares, the Bonds or the Offerings and any liability therefore is expressly disclaimed.
BARCLAYS CAPITAL SECURITIES LIMITED IS ACTING AS STABILISING MANAGER. IN CONNECTION WITH THE ISSUE OF THE BONDS, THE STABILISING MANAGER OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS.
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