#Cyprus #Limassol #NNS Holding #Rembrandt II #OCI N.V.

NNS Announces Voluntary All-Cash Offer for OCI Shares

NNS Holding (Cyprus) Limited has officially unveiled a voluntary all-cash public offer for all outstanding shares in OCI N.V. The cash amount of EUR 4.10 per share, cum dividend, aims to provide shareholders a clear exit opportunity amidst ongoing corporate transitions.

Key Details of the Offer

The announcement, which meets the regulatory requirements under Dutch law, comes with significant backing from the OCI Board, excluding certain board members. The Offer, operational from September 15, 2026, to November 17, 2026, has been welcomed by OCI's directors as fair and reasonable. They highlight the absence of a minimum acceptance threshold, ensuring that all valid shares tendered will be accepted if conditions in the offer memorandum are met.

NNS is the largest shareholder of OCI, possessing around 57.32% of the capital, and has entered non-tender commitments with members of the Sawiris family, who own over 9% of the shares and have decided not to participate in the offer.

Governance and Upcoming Meetings

OCI has scheduled an extraordinary general meeting at the end of October 2026 to discuss the offer, ensuring transparency for shareholders regarding the proposal. Significant reviews and assessments from directors have confirmed that the Offer price of EUR 4.10 is not unreasonable when evaluated against financial benchmarks. The backing from the board bolsters the credibility of the transaction, providing shareholders with confidence in the strategic direction proposed by NNS.

Implications of the Cash Offer

The offer is underpinned by NNS’s initiatives to alleviate uncertainty surrounding OCI's ongoing negotiations regarding the proposed Rembrandt II project. NNS recognizes that some shareholders may prefer immediate liquidity over shares in the future business direction post-Rembrandt II.

The launch of this offer is strategically designed to break the impasse from the Rembrandt II proposals, effectively presenting a viable cash exit option for those who seek it. Notably, this option is particularly relevant after the concerns raised by a coalition of shareholders regarding the lack of a cash exit in previous proposals.

Timeline and Expected Outcomes

As detailed in the offer memorandum published alongside the launch, NNS plans to engage extensively during the offer period, with various milestones anticipated:

• - Offer Period Start: September 15, 2026
• - Extraordinary General Meeting (EGM): Late October 2026
• - Offer Tender Closing Date: November 17, 2026

Following these events, NNS will assess the offer's unconditional status and potentially engage in a post-closing acceptance period, allowing other shareholders an opportunity to tender their shares under the same terms.

Conclusion

NNS Holding's all-cash offer represents more than just a financial transaction. It underscores the company's commitment to administering a strategic solution that addresses shareholder concerns directly while facilitating the essential continuity of OCI. With a focus on liquidity, transparency, and governance accountability, NNS and OCI aim to navigate the complex landscape of shareholder expectations and corporate growth effectively. Time will tell how successful this venture will be as stakeholders look towards the upcoming discussions and decisions shaping OCI's future.