CAIRO, EGYPT--(Marketwire - Dec 21, 2011) -
Cairo, Egypt / 21 December, 2011 8:30 AM OCI Board of Directors Decides to File with the Egyptian and UK Authorities to Proceed with a Demerger of its Construction Business from its Fertilizer Business Orascom Construction Industries (OCI) announced today that its Board of Directors has decided to file with the relevant authorities to start the process to effect a demerger of the company's construction business from its fertilizer business. OCI will file an application with the Egyptian Financial Supervisory Authority (EFSA) in order to commence formally the demerger procedures. The contemplated demerger will result in OCI as the continuing company holding the fertilizer business and the demerged company holding the construction business. Upon the demerger becoming effective, OCI will continue to be listed on the Egyptian Stock Exchange (EGX) and expects that its Global Depository Receipts (GDRs) will continue to be listed and traded on the London Stock Exchange (LSE). The demerged company holding the construction business will also be listed on the EGX and procedures will be initiated with the UK Listing Authority (UKLA) to list GDRs of the demerged company holding the construction business on the LSE. OCI will call for an extraordinary meeting of shareholders to authorize the demerger when so permitted by EFSA. The demerger is expected to be completed during the first quarter of 2012. The effect of the demerger for existing shareholders, GDR holders and American Depository Receipt (ADR) holders of OCI would be that each would receive free of charge one share (or GDR or ADR) in the demerged company holding the construction business for every share (or GDR or ADR) held in OCI immediately prior to the demerger. In this way, the shareholder base of both companies immediately following the demerger would be identical to the shareholder base of OCI immediately before the demerger. OCI Chairman and Chief Executive Officer Nassef Sawiris commented "the demerger of our construction business from our fertilizer business will enhance the long term value creation capabilities of both businesses. Each of the businesses will have a greater strategic clarity enabling their respective management teams to make decisions and allocate capital to enhance their growth. The compensation and reward systems for management and employees will be clearly aligned to the performance of their respective businesses. Our focus is to deliver superior shareholder value and this is the key driver behind our decision." Upon the successful completion of the contemplated demerger, each of the resulting companies will have an independent and separate board of directors compliant with prevailing corporate governance requirements. Mr. Sawiris is expected to serve as Chairman and Chief Executive Officer of OCI as the continuing company holding the fertilizer business and as Chairman of the demerged holding company for the construction business. Citi, Zulficar & Partners, Allen & Overy LLP and KPMG have been retained to advise OCI in relation to this transaction. This announcement does not constitute an offer of any securities for sale in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The issuance of any securities referred in this announcement may not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state of the United States or other jurisdiction, and the securities may not be offered, sold, pledged or otherwise transferred unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and applicable state securities laws is available. About Orascom Construction Industries OCI is one of Egypt's largest corporations employing more than 84,000 people in 35 countries around the globe. The OCI Fertilizer Group owns and operates nitrogen fertilizer plants in Egypt, the Netherlands, the United States, and Algeria and has an international distribution platform spanning from the Americas to Asia. The OCI Fertilizer Group ranks among the world's top fertilizer producers with a production capacity which will exceed 7.0 million metric tonnes in 2012. The OCI Construction Group provides international engineering and construction services primarily on infrastructure, industrial and high-end commercial projects in Europe, the Middle East and North Africa for public and private clients. The OCI Construction Group ranks among the world's top global contractors. For additional information contact: OCI Investor Relations Department: Omar Darwazah Email: omar.darwazah@orascomci.com Erika Wakid Email: erika.wakid@orascomci.com Hassan Badrawi Director Tel: +202 2461 1036/0727/0917 Fax: +202 2461 9409 For additional information on OCI: www.orascomci.com OCI 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 information is provided by RNS The company news service from the London Stock Exchange END
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