Orascom Construction IndustriesOrascom Construction Industries

OCIOCI

Abraaj CapitalAbraaj Capital

AbraajAbraaj

OCIOCI

OCIOCI

Transaction Highlights:
- AbraajAbraaj has agreed to merge its fertilizer activities into OCIOCI for a total cash and shares equity consideration of approximately US$ 1.59 billion. OCIOCI will also assume US$ 1.1 billion in net debt.

- A total of US$ 874.5 million in cash and the issuance of approximately 12.77 million new OCIOCI shares through a capital increase to AbraajAbraaj subject to approval by OCIOCI shareholders in an Extraordinary General Meeting ("EGM").

- The capital increase shares to be issued at the price of EGP 607.93 per share (US$ 221.1 per Global Depository Receipt) minus the upcoming cash dividend which is expected to be EGP 300 per ordinary share as the newly issued shares shall not be entitled to the cash dividend for the fiscal year ended 31 December 2007. The agreed share price reflects a 14% premium to the average close since OCIOCI announced its divestment of the cement group. Following the capital increase, AbraajAbraaj shall be a 5.95% shareholder in OCIOCI.

- AbraajAbraaj to have one seat on OCIOCI's Board of Directors subject to shareholder approval and will be represented by Arif Naqvi (Vice-Chairman & CEO of Abraaj CapitalAbraaj Capital).

- AbraajAbraaj's activities in the fertilizer and natural gas industries include:

- 100% controlling stake in Egyptian Fertilizers CompanyEgyptian Fertilizers Company ("EFC"), a free zone company, which includes a 20% stake which is already indirectly held by OCIOCI. EFC has an annual production capacity of 1.27 million tonnes of ammonia / urea which will increase to 1.47 million tonnes by 2010 following the implementation of a debottlenecking project. An Uhde / OCIOCI consortium also constructed the two ammonia / urea production lines at EFC in 2000 and 2006 in Ain Sokhna which is located adjacent to the EBIC plant in the Suez Industrial Development Park, an 8.8 million square meter industrial park managed by OCIOCI on a concession basis.

- EFC owns a 20% stake in Notore Chemical Industries Limited ("NCIL"), which owns an ammonia / urea production plant in Nigeria with an annual production capacity of 0.5 million tonnes. The plant is currently being rehabilitated and is expected to restart production during mid 2008. NCIL has sufficient gas allocation for an additional two ammonia / urea production lines.

- a strategic alliance with UAE-based Dana Gas PJSC ("Dana Gas")- the Middle East's largest private sector natural gas company - which is currently active in gas exploration, production, transportation and marketing in the region. Dana Gas has agreements for natural gas concessions across the region including a natural gas concession in the Kurdistan region of Northern Iraq and a pipeline to supply gas to the UAE. Dana Gas' strategic alliance with Abraaj CapitalAbraaj Capital envisages negotiating possible future gas supply agreements for fertilizer plants and other gas-intensive industries.

OCIOCI's Current Investments in Fertilizer Production
OCIOCI's current investments in ammonia and nitrogen-based fertilizers include a 30% stake in Egyptian Basic Industries Corporation ("EBIC")Egyptian Basic Industries Corporation ("EBIC") in partnership with Kellog Brown & Root ("KBR") and the Government-owned Egyptian General Petroleum Company ("EGPCEGPC") which is scheduled to commission a greenfield ammonia production plant with an annual capacity of 0.8 million tonnes during the second half of 2008. A KBR / OCIOCI consortium is constructing the plant which is located in Ain Sokhna adjacent to the Sokhna Port on the Red Sea. KBR is the provider of the process technology.

OCIOCI's investments also include a 51% stake in Sorfert Algeria in partnership with state-owned oil & gas conglomerate SonatrachSonatrach (49% shareholder) which is currently constructing north Africa's largest urea / ammonia production complex with an annual production capacity of 1.3 million tonnes of ammonia / urea and 0.8 million tonnes of ammonia. The production complex is scheduled for commissioning during end 2010. An OCIOCI / Uhde consortium is currently constructing the new complex which is located 60 km from the Mediterranean coast near three major Algerian ports. Uhde is the supplier of the process technology.

Becoming a Global Leader

With the completion of the merger, the Fertilizer Group will be well on its way to be ranked among the world's top five producers of nitrogen-based fertilizers and ammonia with a total combined annual capacity of 4.2 million tonnes by 2010. All of OCIOCI's plants are all state-of-the-art production plants with long-term natural gas supply agreements and feature a low production cost profile. OCIOCI's strategy includes bolstering its commercial and distribution role in the fertilizer sector.

OCIOCI Chief Executive Officer, Nassef Sawiris commented:

"As we have indicated previously to our stakeholders, OCIOCI has taken successful steps towards consolidating its investments and role in the fertilizer production industry already achieving a leadership position. We will continue to pursue similar opportunities including the development of downstream industries."

"We are pleased to have this strategic alliance with Abraaj CapitalAbraaj Capital, which we believe can add significant value and contribute to our future plans. I am particularly pleased with having Arif Naqvi as a member of the OCIOCI Board, as he brings significant experience and deep knowledge of the region's dynamics."

Abraaj CapitalAbraaj Capital Chief Executive Officer Arif Naqvi commented:

"We look forward to a strong strategic alliance with OCIOCI which we believe is the best incubator and execution vehicle for industrial and infrastructure investments in the region, leveraging its vast construction-driven core competencies and track record in building and managing new businesses as has been repeatedly demonstrated by Nassef Sawiris and the OCIOCI management team."

Advisors

Shalakany is acting as OCIOCI's legal advisor on the merger and associated regulatory affairs. Allen & OveryAllen & Overy Dubai and Macfarlanes London are acting legal advisors for Abraaj CapitalAbraaj Capital.

- Ends -

For more information, please contact:
OCIOCI Investor Relations Department
Email: investor.relations@orascomci.com

Hassan H. Badrawi
Tel: +202 2461 1039

Omar Darwazah
Tel: +202 2461 0727
Email: omar.darwazah@orascomci.com

Ahmed Sultan
Tel: +202 2461 0914
Email: ahmed.sultan@orascomci.com

For more information on OCIOCI:
Orascom Construction IndustriesOrascom Construction Industries (OCIOCI)
Nile City Towers - South Tower
2005A Corniche El Nil, Cairo, Egypt
OCIOCI stock symbols: OCIC.CA / ORCI EY / OCICqL / ORSD
Website: www.orascomci.com

© Press Release 2008

 

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