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Allen & Overy advises OCI N.V. on the demerger of its engineering and construction business from its fertilizer and chemicals business and the proposed dual listing of the engineering and construction business on NASDAQ Dubai and the Egyptian Exchange

18 February 2015

Allen & Overy has advised OCI N.V. on the demerger of its engineering and construction business from its fertilizer and chemicals business (the Demerger).

The demerged business, Orascom Construction Limited (Orascom Construction), will be dually listed on NASDAQ Dubai and the Egyptian Exchange (EGX) as a global engineering and construction company. OCI N.V. will continue to be listed on the Euronext Amsterdam as a global producer of nitrogen fertilizers, methanol and other natural gas based chemical products.

The Demerger will be implemented through a USD 1.4 billion reduction in OCI N.V.’s share capital whereby OCI N.V. shareholders will receive one Orascom Construction share for every two OCI N.V. shares held.

The A&O team was led by UAE-based corporate partners Andrew Schoorlemmer and Nick Stuart. Amsterdam-based partner Tim Stevens led on the Dutch corporate and regulatory aspects of the Demerger and London-based counsel Jeff Hendrickson provided advice on US securities law.

Commenting on the transaction, Nick Stuart said: “We are delighted to be advising OCI N.V. on this landmark transaction, which will result in the first dual-listed company on NASDAQ Dubai and the Egyptian Exchange”.

EFG Hermes is acting as Sponsor. Bank of America Merrill Lynch, Barclays and HSBC Bank Middle East Limited are acting as Joint Financial Advisors. With respect to the admission to listing and trading and the offering of shares on the EGX, EFG Hermes is acting as Global Coordinator and Joint Bookrunner, CI Capital and HSBC Bank Middle East Limited are acting as Joint Bookrunners. Rabobank is acting as Dutch Financial Advisor.

Zaki Hashem & Partners are advising OCI N.V. in relation to the Egyptian law aspects of the transaction.

Latham and Watkins and Zulficar and Partners are advising the Sponsor and the Joint Financial Advisers.

For further information, please contact Jane King, jane.king@allenovery.com

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