Share Issue/Capital Change • Aug 29, 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 / 29 August, 2013 8:00 AM
OCI N.V. hereby announces its intent, subject to receipt of all relevant regulatory approvals, to re-open its exchange offer in order to enable holders of all remaining Regulation S global depositary receipts ("GDRs") of Orascom Construction Industries, S.A.E. ("OCI S.A.E.") to tender their GDRs in exchange for ordinary shares of OCI N.V. This follows the successful close of OCI N.V.'s mandatory tender offer to acquire outstanding shares of OCI S.A.E. listed on the Egyptian Stock Exchange. OCI N.V. presently intends to do so as soon as possible following receipt of all relevant regulatory approvals, in light of prevailing legal requirements and conditions. OCI N.V. intends to terminate the existing GDR program for OCI S.A.E. in light of prevailing liquidity, subject to the appropriate legal requirements.
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]
Niels Molewijk Email: [email protected]
Hassan Badrawi Director
Tel: +31 6 53 36 65 22
OCI N.V. stock symbols: OCI / OCI.NA / OCI.AS / OCINY
Mijnweg 1, 6167 AC Geleen, The Netherlands
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 to the Offering Circular published by OCI N.V. in connection with the admission of the OCI N.V. Shares to listing and trading on NYSE Euronext Amsterdam. Each of the Offering Circular and the Supplement to the Offering Circular 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 and the rules promulgated thereunder. Copies of the Offer Document, the Offering Circular and the Supplement to the Offering Circular are available to eligible participants on OCI N.V.'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 OCI N.V., 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 OCI N.V..
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, 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 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 OCI N.V. 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. OCI N.V. 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 OCI N.V.'s projections or forward-looking statements, including, among others, general economic conditions, its competitive environment, as well as many other risks specifically related to OCI N.V. 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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