# OCI Announces EGM Approval and Updated Indicative Timetable for Orascom Construction Combination

- Link: https://www.thailand-business-news.com/pr-news/oci-announces-egm-approval-and-updated-indicative-timetable-for-orascom-construction-combination-2
- Published: 2026-10-31T05:08:00+07:00
- Author: PR Newswire

AMSTERDAM, Oct. 31, 2026 /PRNewswire/ — OCI N.V. ("**OCI**" or the "**Company**")(
Euronext: OCI) today announced that its shareholders have approved all resolutions
relating to the proposed business combination between OCI and Orascom Construction
PLC ("**Orascom Construction**") (the "**Combination**"). OCI also provides shareholders
with an updated indicative timetable for the Combination, including the expected
delisting date for OCI Shares from Euronext Amsterdam.

**Shareholder Information and Key Dates**

 ◦ Today, the Extraordinary General Meeting approved all resolutions put to a vote,
   including the resolutions relating to the Combination and the OCIN Sale. Each
   resolution was also supported by a majority of votes cast by minority shareholders.
   The detailed voting results are available on OCI’s website in accordance with
   applicable requirements.
 ◦ Euronext Amsterdam has approved the delisting of the OCI Shares effective as 
   of **27 November 2026**, resulting in the final day OCI Shares can be traded 
   on Euronext Amsterdam being **26 November 2026**, subject to receipt of the required
   regulatory approvals in the relevant jurisdictions, and any other developments
   that may affect the delisting date. The ex-date for the Distribution of OC Shares
   to OCI shareholders is expected to be **27 November 2026**.
 ◦ The Tender Closing Date under NNS’s voluntary offer (the "**Offer**") is **17
   November 2026 at 17:40 CET**. Shareholders wishing to tender their OCI Shares
   should contact their bank, broker or other intermediary sufficiently in advance,
   as intermediaries may apply earlier instruction deadlines. Further updates regarding
   the Offer, including on the expected timetable of relevant events relating to
   the Offer, are expected to be made by NNS with due observance of applicable rules
   and regulations.
 ◦ Subject to completion of the required corporate, regulatory, listing and settlement
   steps, and subject to further announcements by NNS on the timetable for the Offer,
   OCI currently expects the crediting of Orascom Construction shares ("**OC Shares**")
   to eligible shareholder accounts to commence **on or ****around 8 December 2026**.
   The date on which an individual shareholder receives OC Shares may differ, potentially
   significantly, depending on the shareholder’s circumstances, the completeness
   of settlement information provided, and the processes of the relevant intermediary.
 ◦ The timetable for the Combination continues to be indicative. OCI will keep its
   shareholders informed as further information becomes available, including but
   not limited to as information on the Offer is made public by NNS in accordance
   with the relevant statutory notice requirements.

 

**Indicative Timetable**

The table below sets out certain expected key dates and times in connection with
the Combination. Except where otherwise indicated, all dates and times are indicative
only, reflect the Company’s current expectations and remain subject to change. Capitalised
terms not otherwise defined in this press release have the meanings given to them
in the EGM Circular or, as applicable, NNS’s Offer Memorandum.

 

  |

**Event**

  |

**E****xpected ****time and ****date**

  |

**Explanation**

  |  
 |

Expected effectiveness of the Demerger

  |

2 November 2026

  |

Following approval of the
relevant resolutions at theEGM, effectiveness of theDemerger remainssubject to execution of thedemerger deed. On 20October 2026, OCIreceived confirmationfrom the AmsterdamDistrict Court that nocreditor had filed anobjection against theDemerger.

  |  
 |

Tender Closing Date under the Offer

  |

17 November 2026 at
17:40 CET

  |

Shareholders should
contact their bank, brokeror other intermediarysufficiently in advance, asintermediaries may applyearlier instructiondeadlines.

  |  
 |

Post-Closing Acceptance Period

  |

_To be determined and announced by NNS, together with other
relevant dates regarding the Offer. The record date for theDistribution will not be set prior to the settlement of the Post-Closing Acceptance Period.

  |  
 |

Expected final trading day in OCI Shares

  |

26 November 2026

  |

Expected last day on
which OCI Shares willtrade with entitlement tothe Distribution.

  |  
 |

Expected ex-date for the Distribution and
delisting of OCI Shares from EuronextAmsterdam

  |

27 November 2026

  |

Euronext Amsterdam has
approved the delisting ofthe OCI Shares effectiveas of 27 November 2026.The ex-date for theDistribution is expected tobe 27 November 2026.

  |  
 |

Expected record date for the Distribution

  |

Currently expected to be
30 November 2026,subject to the timetable for the Post-ClosingAcceptance Period and itssettlement

  |

The record date will not
occur before settlement ofthe Post-ClosingAcceptance Period. If theOffer timetable isextended, the record dateand subsequentCombination milestoneswill be adjustedaccordingly.

  |  
 |

Expected commencement of crediting
OC Shares to eligible shareholderaccounts

  |

On or around 8 December
2026, subject to thetimetable for the Post-Closing AcceptancePeriod and its settlement

 

  |

Reflects the current
operational estimate forintermediaries to begincrediting OC Shares toeligible shareholders’securities accountsfollowing the Distribution,subject to the timetablefor the Offer andsettlement of the Post-Closing AcceptancePeriod. The date on whichan individual shareholderreceives OC Shares maydiffer, potentiallysignificantly, dependingon the intermediaryinvolved and thecompleteness andvalidation of the relevantsettlement information.

  |  
 |

Funding of Dutch dividend withholding
tax

  |

To be determined

  |

As described below and
in the EGM Circular, OCIwill sell a number of OCShares to fund the Dutchdividend withholding taxpayable in connectionwith the Distribution.Completion of the sale willnot be a conditionprecedent to OCI makingthe Distribution.

  |  
 |

Expected commencement and
implementation of the dissolution andliquidation process of OCI

  |

December 2026 – H1 2027

  |

Dissolution of OCI will not
occur prior to the delistingof the OCI Shares.

  |

 

**Additional Information Regarding the Distribution**

Subject to completion of the Combination, the OC Shares will be distributed to eligible
OCI shareholders in accordance with the transaction structure described in the EGM
Circular. Shareholders who are eligible to receive OC Shares but whose complete 
or validated settlement information has not been provided (by them or, as applicable,
their bank or broker) by the relevant operational deadlines may not receive their
OC Shares at the same time as other shareholders. Their entitlements will instead
be handled in accordance with the applicable suspense arrangements described in 
the EGM materials.

OCI encourages shareholders to read the ‘Shareholder Decision Guide’ and the other
information regarding the Combination available on OCI’s website. The Shareholder
Decision Guide advises shareholders wishing to receive OC Shares to contact their
bank, broker or custodian as soon as possible to confirm whether, and subject to
what conditions, that intermediary supports the Distribution. The indicative timetable
assumes that OCI Shares validly tendered during the Offer Period or Post-Closing
Acceptance Period will settle under the Offer before the record date for the Distribution.
If the Offer timetable is longer than currently assumed, including if NNS determines
that the Post-Closing Acceptance Period will continue for two weeks, the timetable
for implementation of the Combination will be adjusted accordingly.

 

**Additional Information Regarding Dutch Dividend Withholding Tax**

As described in the EGM Circular, OCI will sell a number of OC Shares corresponding
to the percentage of the total value of the Distribution to be withheld on account
of Dutch dividend withholding tax. Because the number of OC Shares to be sold will
be determined by reference to the applicable withholding percentage, the number 
of OC Shares distributed to shareholders will not depend on whether the proceeds
of the sale are sufficient to cover the Dutch dividend withholding tax payable.

Completion of the sale of such OC Shares will not be a condition precedent to OCI
making the Distribution and is not expected to delay or otherwise affect the timing
of the Distribution to shareholders.

If the proceeds of such sale are insufficient to cover the Dutch dividend withholding
tax payable in connection with the Distribution, the shortfall will be funded for
the account of the combined company. No additional OC Shares will be withheld from
relevant shareholders solely as a result of such shortfall.

 

**Important Notice Regarding Timing**

If any of the dates and/or times set out in the indicative timetable change, OCI
will provide notice of such changes by means of a press release and will announce
final dates in accordance with applicable laws, regulations and stock exchange requirements.
The actual timetable may differ, including significantly, from the timetable set
out above.

The timing of the Offer, including the commencement, duration and closing of the
Post-Closing Acceptance Period, remains subject to determinations made by NNS in
accordance with the terms of the Offer. Changes to Offer-related milestones may 
impact the timing of subsequent steps in the process.

Except for events directly related to the Offer, the occurrence and timing of the
milestones described above remain subject to the remaining conditions and implementation
steps applicable to the Combination, including implementation of the Combination
by the long-stop date of 30 December 2026.

 

 

 

**Annex: Voting results Extraordinary General Meeting of Shareholders OCI Global
30 October 2026**

A total of 155,679,306 shares were present or represented at the AGM. These shares
represent approximately 73.79% of the votes that can be cast at the AGM. The voting
items were approved as follows:

  |

**Agenda item 3: Proposal to adopt the Combination Resolutions** 

  |  
 |    |

**For** 

  |

**Against** 

  |

**Abstain** 

  |

**Total** 

  |  
 |

**Total votes** 

  |

**154,609,658**

  |

**237,215**

  |

**832,433**

  |

**155,679,306**

  |  
 |

% of total votes (excl. abstentions) 

  |

99.85 %

  |

0.15 %

  |    |    |  
 |

% of free float (excl. abstentions) 

  |

98.32 %

  |

1.68 %

  |    |    |

 

  |

**Agenda item 4: Proposal to grant approval to the OCIN Sale** 

  |  
 |    |

**For** 

  |

**Against** 

  |

**Abstain** 

  |

**Total** 

  |  
 |

**Total votes** 

  |

**154,572,142**

  |

**241,416**

  |

**865,748**

  |

**155,679,306**

  |  
 |

% of total votes (excl. abstentions) 

  |

99.84 %

  |

0.16 %

  |    |    |  
 |

% of free float (excl. abstentions) 

  |

98.29 %

  |

1.71 %

  |    |    |

Free float percentages relate only to free float shares present or represented at
the EGM (approximately 21% of total free float) and exclude Family shares. Rows 
marked "excl. abstentions" exclude abstentions from the percentage calculation.

 

 

**ABOUT OCI GLOBAL **

Learn more about OCI at [www.oci-global.com](http://www.oci-global.com/). You can
also follow OCI on [LinkedIn.](https://www.linkedin.com/company/ociglobal/mycompany/?viewAsMember=true)

---

  |  This article was produced by Cision PR Newswire, our trusted news partner. The views expressed and the content presented here are solely those of the author and may not fully reflect the opinions of Thailand Business News. |

---

 
**Read the original article :** [OCI Announces EGM Approval and Updated Indicative Timetable for Orascom Construction Combination ](http://www.prnasia.com/story/archive/5085484_AE85484A_0?rand=184833)
