OCI N.V. Extends Re-Opened Exchange Offer for Remaining OCI GDRs Till 19 Nov.
On 30 September 2013, OCI N.V. announced the re-opening of an exchange offer to acquire all of the outstanding Regulation S global depositary receipts (GDRs) of Orascom Construction Industries S.A.E. (OCI S.A.E.) (OCIC) in exchange for ordinary shares in OCI N.V. (the “Offer”).
As of the latest filings on 12 November 2013, GDR holders holding a total of 870,740 GDRs have accepted the offer to exchange their GDRs for OCI N.V. shares. OCI N.V. now owns 99.30% of OCI S.A.E and the total
number of GDRs which remain outstanding is156,008.
To enable holders of GDRs who have not yet accepted the Offer to tender their GDRs, such holders will be given the opportunity to tender their GDRs until 12 noon (New York time) / 5 p.m. (London time) on 19 November 2013 (the “Fourth Revised Closing Date”). Holders of GDRs who have not yet tendered their GDRs can tender their GDRs in the same manner and subject to the same conditions as described in the offer document issued by OCI N.V. on 30 September 2013 and available on the website of OCI N.V.
Please note that, in respect of the Fourth Revised Closing Date, each clearing system and each direct and indirect participant in those systems will establish its own cut-off date and time for giving instructions to accept the Offer, which will be earlier than the Fourth Revised Closing Date.
Settlement of any acceptances received on or prior to 12 noon (New York time) / 5 p.m. (London time) on 19 November 2013 will take place by 25 November 2013.
The extension of the Offer does not affect the settlement of any acceptances received prior to the previous revised closing date of 12 noon (New York time) / 5 p.m. (London time) on 12 November 2013, which will take place by 18 November 2013.
As soon as practicable following the Fourth Revised Closing Date, the Group intends, subject to receipt of all
relevant regulatory approvals, to terminate the existing deposit agreement relating to the GDRs (the “Deposit Agreement”) and to apply for the cancellation of the listing of the GDRs on the Official List and for the
cancellation of trading of the GDRs on the London Stock Exchange.
Termination of the Deposit Agreement will lead to reduced liquidity in and marketability of the GDRs. De-listing of the GDRs will reduce significantly the liquidity and marketability of any GDRs in respect of which the Offer has not been accepted. Following receipt of notice of the termination of the Deposit Agreement, the Depositary will give notice to the holders of the GDRs that cancellation of the facility will occur and such holders may then surrender their GDRs and request delivery of the OCI S.A.E. shares underlying their GDRs free of the usual cancellation fee.
Upon cancellation of the facility, if a GDR holder does not request delivery to it of the OCI S.A.E. shares underlying its GDRs within the time specified by the Deposit Agreement, such OCI S.A.E. shares may be sold on behalf of such holder by the Depositary and the net proceeds of sale returned to such holder upon surrender of its GDRs. If a GDR holder surrenders its GDRs and requests delivery of the OCI S.A.E. shares underlying its GDRs, the relevant GDRs will be cancelled.
