Orascom Construction Targets December Close for OCI Combination With 97.2m New Shares

By The Edge Research Team

Orascom Construction expects to complete its combination with OCI N.V. in December 2026, issuing 97.2 million new shares to OCI now that shareholders of both companies have approved the deal.

For OCI’s investors, the two companies’ timetables turn a long dispute into a calendar. Their Amsterdam-listed shares are expected to trade for the last time on 26 November, and eligible holders on the register at the record date are due to receive Orascom Construction shares. For Orascom Construction’s existing shareholders, the issue lifts the share count by 88.17%, and the new shares will make up 46.86% of the enlarged capital.

Under the structure announced on 9 December 2025, OCI moves substantially all of its assets and liabilities by demerger into a new wholly owned subsidiary and transfers that company to Orascom Construction in exchange for the new shares. OCI then distributes those shares to its shareholders before it is liquidated and delisted.

The forecast, filed on the Egyptian Exchange and posted on the company’s website on 1 November, sets three steps on Orascom Construction’s side. Its board meets on 5 November to approve the capital increase and the allotment to OCI, subject to the remaining conditions of the combination.

The new shares are due to be issued and listed on the Abu Dhabi Securities Exchange and the Egyptian Exchange on 24 November. Crediting to eligible OCI shareholders’ accounts is expected to begin on or around 8 December.

Orascom Construction’s shareholders approved the combination on 22 January 2026 and do not need to vote again. The company says the timetable rests on current estimates and may change, because some steps depend on third parties and on when the required regulatory approvals arrive.

Nine dates set the route from OCI’s demerger to the long-stop date

OCI’s own calendar runs alongside. The demerger at OCI is expected to take effect on 2 November, once the demerger deed is executed; on 20 October the Amsterdam District Court confirmed that no creditor had objected to it.

Euronext Amsterdam has approved the delisting of OCI’s shares from 27 November, which is also the expected ex-date for the distribution of Orascom Construction shares. The record date is currently expected on 30 November, but it will not be set before the settlement of the cash offer’s post-closing acceptance period.

Expected timetable, 2026

Dates as each company prints them. OCI’s record date and every later step depend on the settlement of the offer’s post-closing acceptance period, which NNS has yet to set. Apart from the offer dates, OCI says its milestones also remain subject to the combination’s remaining conditions and implementation steps, including implementation by the 30 December long-stop date.

OCI expects to start its own dissolution and liquidation between December 2026 and the first half of 2027, and says this will not happen before its shares are delisted. Shareholders whose settlement details are incomplete may receive their Orascom Construction shares later than others, under suspense arrangements set out in the meeting documents.

Free float shares that voted backed the deal by 98.32%

OCI’s shareholders met in extraordinary general meeting on 30 October. Shares present or represented numbered 155.7 million, an estimated 73.79% of the votes that could be cast, the company said. The combination resolutions passed with 99.85% of the votes cast, excluding abstentions, and the sale of OCI Nitrogen passed with 99.84%.

Each resolution also won a majority of the votes cast by minority shareholders. Free float shares present voted 98.32% in favour of the combination, excluding abstentions, though they made up an estimated 21% of the total free float and exclude the family’s shares.

The vote followed a court ruling earlier in the month. On 7 October the Enterprise Chamber of the Amsterdam Court of Appeal dismissed a petition brought by VEB and certain other shareholders and declined to order an inquiry into OCI’s policy and course of affairs.

The January steps that removed the combination from OCI’s first meeting were set out on our pages in June. The directors the chamber appointed in January consented in July to a new vote, with the approval resolution conditional on NNS making its cash offer, declaring it unconditional and settling it.

Those directors also set out their concerns about the original structure. They said minority interests had not been sufficiently reflected, citing among other points that not every shareholder could receive Orascom Construction shares through an existing securities account, and that Dutch dividend withholding tax would fall on a significant share of other shareholders but not, in the end, on the controlling shareholder. With the cash offer added, they concluded that the combination gave adequate and reasonable weight to minority shareholders’ interests.

The initial tender deadline falls a week before the share issue

The all-cash offer of EUR 4.10 a share, cum dividend, from NNS Holding (Cyprus) Limited was set out on our pages in June, when the company was still named OCI Global. Its initial tender period closes on 17 November at 16:40 GMT. NNS will then set a post-closing acceptance period, and OCI says the record date will not be set before that period is settled.

NNS has said the offer carries no minimum acceptance threshold. OCI’s board, excluding Nassef Sawiris and Nadia Sawiris, recommended both the offer and the combination on 1 July and asked each shareholder to make its own assessment.

The board’s own markers frame that choice, based on Orascom Construction’s closing price on the Abu Dhabi Securities Exchange on 30 June. On that basis the board put the implied value of the combination at an estimated EUR 6.08 per OCI share, or EUR 5.16 net of dividend withholding tax. On those values the share route stood 48% above the cash price before withholding tax and 26% above it net of that tax.

The value of the share route moves with Orascom Construction’s share price, and neither company has printed a newer figure. The exchange ratio of 0.4634 Orascom Construction shares per OCI share, also set out in June, remains unchanged, Orascom Construction said on 7 July.

A wind-down would pay less. Alvarez & Marsal, engaged by OCI’s board, put the illustrative discounted value of a solvent wind-down at EUR 3.21 to EUR 3.73 a share before tax. Net of tax, the range was EUR 2.73 to EUR 3.17. OCI’s court-appointed directors expected such a process to run until at least 2031, with significant costs.

Tax shapes what many holders actually receive. OCI will sell part of the Orascom Construction shares to fund the Dutch withholding tax, charged at 15% at current rates; the number sold is fixed by that percentage, and any shortfall is funded for the account of the combined company. The sale is not a condition of the distribution, and NNS has said it intends to offer to buy those shares at the market price.

In The Edge’s reading, the date to watch is not on Orascom Construction’s side. NNS has yet to fix the post-closing acceptance period, and if it runs longer the record date and the crediting move with it, leaving the step from 8 December to the 30 December long-stop date as the only room in the plan, unless that date is extended again as it was in July.

Orascom Construction brings a $10.9 billion backlog to the enlarged group

The company OCI’s investors are moving into reported first-half revenue of $2.98 billion and EBITDA of $200.9 million. That is a 6.75% margin, and net profit attributable to shareholders was $115.3 million.

Second-quarter revenue was $1.51 billion and EBITDA $92.6 million. The 6.13% margin was below the half’s, and the company said operating cash flow was an outflow in the quarter, reflecting working capital timing in Egypt, and that this resulted in higher debt.

First-half 2026 results (in $ millions)

From Orascom Construction’s results release of 14 August 2026; margins in the text are calculated from these figures.

The consolidated backlog was $10.9 billion at the end of June. Including its 50% share of the Belgian contractor BESIX, the pro forma backlog was $14.5 billion.

The headline backlog has grown 21.1% from $9.0 billion at the end of last year. It was $9.4 billion at the end of March. Consolidated new awards reached $4.8 billion in the first half, and the company said data centres led them, with its US data centre construction portfolio above 2 GW by mid-August.

What to watch:

5 November: Orascom Construction’s board meets on the capital increase and the allotment of the new shares to OCI.

17 November, 16:40 GMT: tender closing date under the NNS offer.

24 November: target date for issuing the new shares and listing them on the Abu Dhabi Securities Exchange and the Egyptian Exchange.

26 November: expected final trading day for OCI shares on Euronext Amsterdam.

30 December: long-stop date for implementing the combination.

Figures are from Orascom Construction’s forecast timetable filed on the Egyptian Exchange on 1 November 2026, its update of 7 July 2026, its results releases of 31 March, 14 May and 14 August 2026 and the total of 110,243,935 shares printed on its investor relations page, and from OCI N.V.’s announcements of 9 December 2025 and 1 July, 7 October and 30 October 2026; percentages, ratios and comparisons not attributed to a source are The Edge’s calculations.

Sources: Orascom Construction, OCI N.V., Egyptian Exchange, The Edge.

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