#None #OCI #NNS Holding #Nassef Sawiris

NNS Launches Voluntary Cash Offer for OCI Shares

In a significant move, NNS Holding (Cyprus) Limited has announced a voluntary all-cash public offer for all issued and outstanding shares of OCI N.V., marking a pivotal moment in the company’s landscape. The offer stands at EUR 4.10 per share, with the intention of facilitating liquidity for shareholders amidst ongoing uncertainties related to OCI’s strategic direction.

Context of the Offer

This recent announcement is rooted in a backdrop of complexities surrounding OCI’s proposed business combination with Orascom Construction PLC, known as Project Rembrandt II. NNS, which is OCI's largest shareholder, possesses approximately 57.32% of OCI’s share capital. The initiative aims to resolve concerns that were highlighted during a previous extraordinary general meeting, where certain shareholders expressed the need for an exit option.

The decision to unveil this cash offer appears to be framed as a constructive solution to navigate the ambiguities that have surrounded OCI's operational future. NNS hopes the offer will provide all shareholders with a guaranteed cash exit, alleviating potential risks associated with waiting for any final resolutions regarding Project Rembrandt II.

Key Highlights of the Cash Offer

• - Offer Price: Shareholders are being offered EUR 4.10 per share, which the OCI Board has tentatively deemed as reasonable based on independent valuations.
• - Unconditional Acceptance: The offer does not require a minimum acceptance threshold, meaning NNS will accept all shares validly tendered as long as specific conditions are met.
• - Board Support: The OCI Board, with some exclusions, has recommended the offer, signifying a level of institutional backing that could spur confidence among investors.
• - Timetable: The offer period is set to commence on September 15, 2026, and run until November 17, 2026. An extraordinary general meeting of shareholders is scheduled for late October to discuss the offer further.

Strategic Implications

The move by NNS can be viewed through the lens of maximizing shareholder value while aligning with strategic objectives. Critics of previous management decisions over the Rembrandt II proposal have raised concerns about shareholder rights and the need for clarity in potential exits.

By introducing a cash offer, NNS is stepping into a role as a facilitator, allowing shareholders to exit if desired, rather than forcing them to engage in a potentially uncertain follow-up with Orascom. This positions the company as proactive rather than reactive in handling shareholder interests.

Responsibilities and Next Steps

NNS has taken steps to ensure compliance with local regulations as the offer memorandum has been reviewed and approved by the Netherlands Authority for the Financial Markets (AFM). Shareholders looking to accept the offer will ideally communicate through their bank or custodian within the specified timeline.

As the offer unfolds, stakeholders in OCI will observe how the market reacts to this capital allocation strategy and what implications it might have for the company’s broader strategic ambitions.

Conclusion

NNS's voluntary cash offer for OCI shares illustrates a significant turn in corporate governance and shareholder engagement. The offer is not only a response to prior stakeholder concerns but also a strategic maneuver to establish confidence amid potential upheaval in corporate direction. With the approval from the Board and a clearly defined process ahead, shareholders may finally obtain clarity and options that have long been sought after in their investment journey with OCI.

For further information on the process and conditions of the offer, shareholders are encouraged to review the offer memorandum available through NNS’s official channels.