AMSTERDAM, Sept. 28, 2026 /PRNewswire/ --

Hassan Badrawi, CEO of OCI Global commented:

"During the first half of 2026, OCI advanced the final stages of its strategic review. We completed the sale of our global ammonia distribution and terminal business to AGROFERT, handed over Beaumont New Ammonia to Woodside and monetized our entire investment in Methanex. In June, we reached agreement with AGROFERT for the sale of an initial 50% interest in OCI Nitrogen, expected to close in the second half of 2027, together with a mechanism for the subsequent sale of the remaining interest. The agreement provides a pathway for OCI Nitrogen to transition to a strategic owner with an established position in European nitrogen markets, supporting continuity for its employees, customers and operations.

Alongside these developments, and with the consent of the directors appointed by the Enterprise Chamber, we have convened an extraordinary general meeting at which shareholders will be asked to approve the proposed combination with Orascom Construction. The offer period for NNS's recommended public cash offer for all OCI shares commenced on 15 September 2026, providing shareholders with a cash exit alternative, subject to the terms and conditions of the offer.

Throughout this process, our priorities remain maintaining operational discipline at OCI Nitrogen amid challenging market conditions, managing the Group's remaining assets and obligations and completing the transactions required to conclude OCI's strategic transformation."

Basis of preparation

As of 30 June 2026, OCI's remaining assets and liabilities, including OCI Nitrogen ("OCIN"), are classified as held for sale in connection with the proposed combination with Orascom Construction PLC ("Orascom Construction" or "OC"). With no continuing operations remaining, the Group's results are presented entirely within discontinued operations, including results of disposed businesses up to their respective completion dates. The H1 2025 income statement and cash flow comparatives have been re-presented accordingly.

OCI has discontinued alternative performance measure (APM) adjustments, reflecting their reduced relevance to management's assessment of underlying operating performance and strategic decision-making.

For further details of the Group's financial performance and position, please refer to OCI N.V.'s published Semi-annual Report H1 2026, included as an appendix to this press release.

Key Financial Highlights

H1 2026 Key Highlights

   -- OCI Global (Euronext: OCI) reported net profit attributable to 
      shareholders of USD 1 million in H1 2026, compared with USD 343 million 
      in H1 2025. The H1 2026 result includes a USD 238 million gain on the 
      disposal of OCI Ammonia Holding ("OCI AH"), largely offset by an 
      impairment charge at OCI Nitrogen. The prior-year result included a USD 
      688 million gain on the sale of OCI Methanol. 
 
   -- The OCI Nitrogen segment reported revenue of USD 534 million in H1 2026, 
      compared with USD 566 million in H1 2025[1]. Operating profit increased 
      to USD 53 million from a loss of USD 21 million in the prior-year period, 
      reflecting favorable market conditions in the beginning of the period, as 
      more fully described below. Despite positive earnings during the first 
      half of 2026, OCI Nitrogen reported negative free cash flow of USD 2 
      million. More recently, OCI Nitrogen has experienced increased margin 
      pressure as higher European TTF gas prices have coincided with declining 
      product selling prices and weaker demand in certain end markets. As a 
      result, operating performance in July and August 2026 deteriorated 
      materially relative to the levels achieved in H1 2026. Management 
      estimates adjusted EBITDA and free cash flow for July and August 2026 of 
      approximately USD 8 million and negative USD 16 million, respectively. 
      Management's outlook for the remainder of 2026 reflects a continuation of 
      these less favourable market conditions. 
 
   -- OCI Nitrogen reported a net loss attributable to shareholders of USD 175 
      million in H1 2026, compared with a net loss of USD 12 million in H1 
      2025. 
 
   -- Prior to its classification as held for sale on 1 June 2026, OCI Nitrogen 
      recognised a non-cash impairment charge of USD 215 million, which 
      resulted in a June 30 carrying value of USD 123 million after management 
      concluded that the carrying amount of the business exceeded its fair 
      value less costs of disposal. The assessment reflected the impact of 
      sustained geopolitical tensions, including elevated European natural gas 
      prices, volatility in nitrogen markets and significant disruption at 
      major on-site customers, which reduced customer operating rates and 
      ammonia offtake. 
 
   -- Total corporate costs within Corporate Entities were USD 58 million in H1 
      2026, compared with USD 69 million in H1 2025. A substantial portion of 
      H1 2026 costs related to strategic transactions, legal and advisory 
      expenses, Enterprise Chamber proceedings and other costs associated with 
      the Company's ongoing transformation. 

Net Cash Highlights

   -- As of 30 June 2026, held-for-sale net cash was USD 1.05 billion. This 
      compares with a net cash position of USD 695 million on 31 March 2026 and 
      net debt of USD 54 million on 31 December 2025. The increase during H1 
      2026 primarily reflects receipts relating to the handover of Beaumont New 
      Ammonia, net proceeds from the OCI AH disposal and the sale of Methanex 
      shares. This was partially offset by corporate cash outflows, including 
      one-off items, and a net cash outflow at OCI Nitrogen. 

Key Strategic and Business Highlights

Proposed Combination with Orascom Construction and NNS Cash Offer

   -- OCI continues to progress its proposed combination with Orascom 
      Construction, announced on 9 December 2025 (the "Combination"). The 
      Combination would establish an Abu Dhabi-anchored infrastructure and 
      investment platform, combining OC's construction and concessions 
      expertise with OCI's capital base and investment experience. 
 
   -- On 14 September 2026, NNS Holding (Cyprus) Limited ("NNS") published its 
      AFM-approved offer memorandum for its voluntary all-cash public offer to 
      acquire OCI shares at EUR 4.10 per share, cum dividend (the "Offer"). The 
      acceptance period opened at 09:00 CEST on 15 September 2026 and remains 
      open, with a scheduled closing deadline of 17:40 CET on 17 November 2026, 
      unless extended. The Offer has no minimum acceptance threshold and is 
      subject to the terms and conditions set out in the Offer Memorandum. 
 
   -- OCI published its position statement on 15 September 2026, setting out 
      the directors' respective assessments of the Offer. The Independent 
      Directors[2] unanimously recommend the Offer, on its terms and subject to 
      its conditions, and continue to recommend the Combination. Their 
      assessment was informed by independent advice, including Alvarez & 
      Marsal's solvent wind-down analysis and Rothschild & Co's fairness 
      opinion. They consider the Offer financially more attractive than a 
      solvent wind-down but do not express a preference between tendering 
      shares into the Offer and participating in the Combination. Shareholders 
      are encouraged to make their own assessment, taking into account their 
      individual circumstances and investment objectives. 
 
   -- The directors appointed by the Enterprise Chamber (the "EC Directors") 
      support the availability of the Offer as a cash alternative for 
      shareholders, while maintaining a neutral opinion on the offer price. 
      Their support does not constitute a recommendation to shareholders to 
      tender their shares. Having assessed the Combination in conjunction with 
      the Offer, the EC Directors consider that the two propositions together 
      give adequate and reasonable weight to the interests of OCI's minority 
      shareholders. Their assessment was supported by separate financial and 
      legal advice, including AXECO's fairness opinion. 
 
   -- With the consent of the EC Directors, OCI has convened an extraordinary 
      general meeting for 30 October 2026 (the "EGM") to discuss the Offer and 
      vote on the resolutions relating to the Combination. The resolutions 
      relating to the Combination are subject to the conditions described in 
      the EGM documentation, including conditions relating to the Offer. 
      Further details are provided in the EGM agenda, explanatory notes and 
      OCI's position statement. 
 
   -- Following the hearing on 20 August 2026 in the proceedings initiated 
      by VEB and certain other shareholders, OCI is awaiting the Enterprise 
      Chamber's decision, which is expected by 7 October 2026. These 
      shareholders did not seek interim measures aimed at postponing, 
      prohibiting or otherwise preventing completion of the Combination. 
 
   -- Completion of the Combination is currently expected in Q4 2026, subject 
      to shareholder approval and satisfaction of applicable transaction 
      conditions.