Orascom Construction Industries S.A.E. (OCI S.A.E.) is the former parent company of OCI N.V. OCI N.V. acquired 99.84% of OCI S.A.E. in a mandatory tender offer between 2013 and 2014. The residual shares remain listed on the Egyptian Exchange under the symbol OCIC. The Company intends to relaunch the mandatory tender offer subject to regulatory approvals.
OCI S.A.E. owns certain fertilizer and construction activities based in North Africa. As part of the Demerger of the Engineering and Construction Group to form Orascom Construction Limited (Orascom Construction) in March 2015, the Company intends to demerge OCI S.A.E. into two separate groups, an Egyptian fertilizer group company and an Egyptian construction group company (Egypt Demerger).
This process will be the final step in the complete separation of both businesses. Upon completion of the Egypt Demerger, OCI S.A.E.’s Egyptian construction group company (Construction Egypt) will formally become a legal subsidiary of Orsacom Construction. The Egypt Demerger requires the approval of EFSA and GAFI.
On 28 January 2015, the OCI S.A.E. board of directors approved the Egypt Demerger. On 29 January 2015, OCI S.A.E. published an invitation to its shareholders to attend an EGM on 15 February to approve the Egypt Demerger in principle. On 15 February 2015, such EGM was conducted wherein the Egypt Demerger was approved in principle.
Until the Egypt Demerger is approved and effected, Orascom Construction retains the economic benefits and liabilities of the construction activities under OCI S.A.E., and OCI N.V. retains the economic benefits and liabilities of the fertilizer activities under OCI S.A.E. through a Conditional Sale Agreement, which is described in more detail in the Orascom Construction prospectus found on its website.