OCI Board Ratifies Capital Cut Amid Demerger Process

The Board of Orascom Construction Industries  – OCI (OCIC.CA) has approved the valuation differences for splitting the company’s activities, as per the report of General Authority for Investment and Free Zones (GAFI).

GAFI’s report calculated the net book value of shareholders’ equity in the Demerging Company (OCI Fertilizers) to the net book value of shareholders’ equity in the Demerged Company (Orascom Engineering and Construction) at (86.11%) to (13.89%) respectively, based on OCI’s financial statements for the fiscal year that ended on 31/12/2011.

 The Group Board members have also approved the reduction of the Demerging Company’s authorized capital from EGP 5 billion to EGP 4.5 billion, as well as issued capital from EGP 1044692095 to EGP 898435202 (divided into 208938419 common shares at EGP 4.30 par value each). The capital decrease was effected through reducing the Demerging Company’s share par value in return for issuing new shares for shareholders of the Demerged Company at the above-stated par value .

Articles No. 6 and 7 of Articles of Incorporation of the Demerging Company were amended accordingly.

Moreover, OCI board has also approved to ratify the articles of incorporation and statutes of the Demerged Company which shall have the name of Orascom Engineering and Construction, SAE, with head office at Nile Tower Building, South Tower, Cornish El Nil, Cairo, with authorized capital of EGP 1.462 billion and issued capital of EGP 146.256 million divided into 208.938.419 shares, at a par value of EGP 0.70. The first board of directors shall be composed of 10 members. The auditor of the Company shall be Ihab Fawzi Akl (Senior Partner at KPMG Hazem Hassan).

The Demerged Company’s listing structure shall be identical to the Demerging Company’s. The Demerged Company shall be listed on the Egyptian Exchange, with GDRs listed on the London Stock Exchange (LSE), and Level 1 ADRs on the Nasdaq’s OTC market.