OCI shareholders approve Orascom Construction combination, delisting set for November 27

OCI N.V., the Netherlands-based global industrial company, has secured shareholder approval for its proposed business combination with Orascom Construction PLC, clearing a major step towards completing the transaction and setting an indicative timetable for its delisting from Euronext Amsterdam.

The company announced on October 30, 2026, that shareholders at an Extraordinary General Meeting (EGM) approved all resolutions relating to the combination, including the proposed sale of OCI Nitrogen (OCIN). Each resolution also received majority support from minority shareholders.

OCI sets November 27 delisting date

A total of 155.68 million shares were represented at the meeting, equivalent to approximately 73.79% of the votes eligible to be cast. The combination resolutions received 99.85% of votes cast, excluding abstentions, while the OCIN Sale approval secured 99.84%.

The approvals mark an important milestone in OCI’s planned combination with Orascom Construction, although the transaction remains subject to outstanding corporate, regulatory, listing and settlement requirements.

Following the shareholder approval, Euronext Amsterdam has approved the delisting of OCI shares effective November 27, 2026. The final trading day is expected to be November 26, while November 27 is also the anticipated ex-date for the distribution of Orascom Construction shares to eligible OCI shareholders.

OCI expects the demerger to become effective on November 2, following execution of the demerger deed. The company confirmed that the Amsterdam District Court had notified it on October 20 that no creditor had filed an objection against the demerger.

The timetable remains indicative and could change depending on regulatory approvals and developments in the voluntary offer being made by NNS.

Shareholders face November 17 tender deadline

Under NNS’s voluntary offer for OCI shares, the tender period is scheduled to close on November 17, 2026, at 17:40 Central European Time. Shareholders wishing to tender their holdings have been advised to contact their banks, brokers or other intermediaries early, as these institutions may impose earlier instruction deadlines.

The timetable for any post-closing acceptance period remains subject to an announcement by NNS. OCI said the record date for the distribution would not be set until the settlement of that period.

The company currently expects the record date to fall on November 30, with the crediting of Orascom Construction shares to eligible shareholder accounts commencing on or around December 8. However, individual receipt dates may differ depending on settlement information and intermediary processing.

Distribution and tax arrangements

Under the proposed transaction, eligible OCI shareholders will receive Orascom Construction shares in accordance with the structure outlined in the EGM circular. Shareholders have been encouraged to confirm with their banks, brokers or custodians whether they support the distribution and what information or documentation is required.

OCI will also sell a portion of the Orascom Construction shares to fund Dutch dividend withholding tax arising from the distribution. The number of shares sold will reflect the applicable withholding percentage and will not depend on whether the sale proceeds fully cover the tax obligation.

OCI said completion of the sale would not be a condition for distributing the shares or be expected to delay the process. Any shortfall in tax funding will be covered for the account of the combined company, without additional shares being withheld from shareholders solely because of the shortfall.

OCI prepares for dissolution and liquidation

Following the expected delisting, OCI anticipates beginning its dissolution and liquidation process in December 2026, continuing into the first half of 2027. The company said dissolution would not take place before its shares are delisted.

The combination is expected to be implemented by the long-stop date of December 30, 2026, subject to the remaining conditions and transaction steps. OCI said it would issue further announcements if the indicative dates change, while NNS will provide updates on the offer timetable in accordance with applicable regulations.