Shareholders of Orascom Construction have approved the full acquisition of a wholly owned subsidiary of OCI N.V. (OCI), following a general assembly meeting of the company.
According to a filing to the stock exchange, the subsidiary will be demerged from OCI and will hold all of OCI’s key assets and liabilities. The transaction will be carried out through the issuance of new Orascom Construction shares to OCI shareholders.
Under the agreed terms, new shares will be issued at a ratio of 0.46 Orascom Construction share for each OCI share. Each newly issued share will have a nominal value of $1, alongside an issuance premium of $12.79.
The new shares will be allocated to OCI, in addition to the 561,803 shares the company already holds in Orascom Construction, which is listed on the Egyptian Exchange (EGX).
At the same meeting, shareholders also approved an increase in Orascom Construction’s issued share capital to $207.44 million, up from $110.24 million. The capital increase will be completed through the issuance of 97.20 million new shares, each with a nominal value of $1 and an issuance premium of $12.79 per share.
Once the capital hike is completed, the total number of issued shares will rise to 207.44 million from 110.24 million previously.
The general assembly further authorised Orascom Construction’s board of directors to allocate the new shares to OCI’s shareholders and to suspend any related pre-emptive rights. The board, or its appointed representatives, has also been given the authority to carry out all actions required to complete the transaction.
This includes issuing and allotting the new shares, as well as applying for their listing on the Abu Dhabi Securities Exchange (ADX). The approval also covers coordination with regulatory and government bodies in the UAE and internationally, including the Abu Dhabi Global Market (ADGM), the Egyptian Financial Regulatory Authority (FRA), Misr for Central Clearing, Depository and Registry (MCDR), and the Egyptian Exchange (EGX).
In December 2025, Orascom Construction and OCI Global also agreed to establish a joint infrastructure and investment platform in Abu Dhabi, aimed at expanding reach, diversification and future growth opportunities.
