OCI Aktie

Hello, and welcome, everyone, to the OCI Global Second Half 2025 Results and Conference Call. My name is Becky, and I will be your operator today. [Operator Instructions] I will now hand over to your host, Beshoy Guirguis, Chief Financial Officer, to begin. Please go ahead.

Good afternoon, and good morning to our audience in the Americas. Thank you for attending the OCI Global Second Half 2025 Conference Call. With me today is Hassan Badrawi, our Chief Executive Officer; -- on this call, we will provide an overview of OCI's second half and full year 2025 unaudited results as well as an update on our business and relevant strategic developments. We will be taking some questions at the end of the call. The press release and investor presentation are available on our corporate website. The audited financial statements will be presented in the annual report, which will be published on the website in early April.

We will be referring to slides in the investor presentation during the call. I would like to remind you that any forward-looking statements made on this call involve risks and the actual results could differ materially from those statements.

Let me hand it over to Hassan.

Thank you, Beshoy. Thank you all for joining us today. Before we begin, I'd like to make a few prefacing remarks. Firstly, against the backdrop of the recent geopolitical instability, our absolute priority remains the safety of our teams globally. Secondly, in regards to OCI's proposed transaction with Orascom Construction, we please be informed that the Board has taken due note of the enterprise chamber ruling and together with the court appointed directors is currently assessing the impact on the company and the proposed transaction.

It is too early to prejudge the outcome of the Board's assessment, and we will continue to communicate to stakeholders as and when appropriate in full alignment with the Board of Directors. Let me now turn to our financial results. We'll begin with our usual comments on safety. This is covered on Slide 3, where you can see that our 12-month rolling recordable incident rate ended in December at 0.27 per 200,000 man hours, and OCI continues to prioritize the safety and well-being of its employees and wider team.

With that, our CFO, Beshoy Guirguis, will walk you through some of the key financial highlights for the relevant period, and then I will continue my remarks afterwards. Beshoy?

Thank you, Hassan. Turning to Slide 5 and the financial summary. Our results here are presented on a continuing operations basis and comprise our European Nitrogen segment and our corporate entities. Following the announcement of the sale of OCI Ammonia Holdings, or OAH for short in November 2025, the assets have been marked as held for sale on the balance sheet. However, OAH does not meet the IFRS criteria for discontinued operations, and so its results are included in the income statement and cash flow statement within continuing operations.

On a full year basis, OCI generated revenue from continuing operations of $1.1 billion and an adjusted EBITDA of $46 million, of which European nitrogen represents an adjusted EBITDA of $87 million, offset by costs incurred within corporate entities of $41 million. Continuing operations reported a net loss attributable to shareholders of $344 million for the full year. Our net loss in 2025 was primarily driven by weak operational performance at our European nitrogen plant, elevated gas costs in the first half of the year and $82 million of exceptional strategic review and corporate one-off costs, resulting in negative reported EBITDA of $9 million.

Below EBITDA, the net loss was further impacted by $167 million of noncash foreign exchange losses following the depreciation of the U.S. dollar. This primarily reflects an accounting translation effect on U.S. dollar-denominated balances held by OCI, whose functional currency is the euro rather than an underlying operating cash outflow. OCI expects to continue maintaining both euro and U.S. dollar liquidity as part of its treasury and capital allocation framework, particularly given that certain remaining and future cash flows may arise in different currencies, including the terminal sale proceeds, which are expected to be received in euros.

The net loss was also impacted by a $73 million debt modification charge recorded in the first half of the year related to the early repayment of the 2033 bonds at a premium, which we had previously disclosed. With regards to the performance of our European Nitrogen segment, which comprises both the OCIN nitrogen business and the OAH business, which includes our terminal and distribution platform, the full year -- the full 2025 year adjusted EBITDA of $87 million compared to an adjusted EBITDA of $55 million in 2024.

The full year performance reflects higher prices offset by lower ammonia production as a result of both a heavy turnaround year and unplanned downtime. Looking ahead, recent geopolitical developments in the Middle East have driven a sharp increase in European natural gas prices and heightened market volatility, resulting in materially higher production costs for European nitrogen producers.

Fertilizer prices, including nitrates have also increased in reaction, while AdBlue pricing is influenced by urea markets. Notwithstanding these price increases, there is typically a lag between changes in feedstock costs and realized selling prices with crop prices and farmer affordability remaining key determinants of demand and margin recovery.

Given the rapidly evolving situation, we still have limited visibility on the duration of elevated gas prices and higher fertilizer pricing. As such, it is too early to assess the extent of cost pass-through and to whether higher selling prices will be sufficient to offset increased feedstock costs.

Finally, full year 2025 adjusted corporate costs of $41 million are lower than the $87 million in 2024 on account of optimization of the corporate cost base following OCI's divestments. Since peak employment at the end of 2023, following the divestment of OAH and the transfer of B&A employees to Woodside, the total workforce will have been reduced by 85%. We note that any future optimization levels, including any restructuring costs will naturally be connected to strategic direction.

We will provide further guidance in the future with a focus on maintaining the necessary skill sets and knowledge base for the company to effectively manage the continuing business, ongoing projects and key liabilities and to have sufficient capability to execute any strategic agenda.

Turning to Slide 6 and the net cash bridge for continuing operations over the period. This slide shows the evolution of our net cash position from just over $1 billion on the 30th of June to a net debt position of $44 million at the end of December last year, excluding OAH. Gross debt includes our inventory financing position of $62 million attributable to OCI Nitrogen.

The half year cash movement was primarily driven by the payment of an extraordinary $700 million distribution to our shareholders in September 2025 and ongoing cash spend to complete the Beaumont New Ammonia project. Total spend for this project amounted to $1.58 billion as of the end of December, following a $293 million outlay in the second half of 2025.

Cash contribution from European nitrogen was $3 million during the period on account of elevated maintenance CapEx in the second half of the year, reflecting turnarounds at our ammonia and melamine plants as well as unplanned outages and the carryforward of delayed maintenance cash expense from the second quarter.

Other movements in the period reflects operating cash flow related to corporate entities as well as the settlement of gas hedges and certain one-off costs related to the strategic review and restructuring activities. Finally, excluding the balance sheet of OAH following the announcement of its sale in November 2025, net debt comprising of cash and OCI nitrogen inventory financing stood at $44 million at the end of the year.

Moving to Slide 7. This slide combines the cash flow bridge we presented at our H1 results with the second half of the year to show the cash flow evolution through the year. The cash generation for European nitrogen shown on this and the previous slide includes cash generated at OAH. While it is difficult to bifurcate OAH from the plant itself since OAH was only carved out in August 2025, as a rough guide, we estimate that on a stand-alone basis, the OCI Nitrogen site generated an EBITDA of $67 million and marginally positive free cash flow before any currency-related adjustments. However, on a normalized basis, adjusting for working capital fluctuations in Q4, full year free cash flow was negative. We expect a subsequent working capital reversal in our Q1 2026 results.

I'll now hand over to Hassan.

Thank you, Beshoy. Turning to Slide 9 and recapping our progress so far in the strategic review. We note the following. In June 2025, OCI successfully completed the sale of the OCI methanol business to Methanex in a transaction valued at $1.6 billion on a cash-free debt-free basis, comprising of $1.3 billion in cash and the issuance of 9.9 million common shares of Methanex.

On 13th of March 2026, OCI sold 3.3 million Methanex shares in an accelerated block sale, generating total proceeds of approximately USD 173 million, net of fees and expenses. Proceeds will be -- will primarily be used to pay down any outstanding debt obligations. We do not currently intend to take any further action in respect of the remaining Methanex shareholding during the first half of 2026.

In November -- on the 24th of November, we announced the sale of the OCI Ammonia Holding the terminal to AGROFERT for a total consideration of EUR 290 million, which is subject to closing adjustments. We continue to expect the transaction to close during the first half of 2026. As Beshoy mentioned, during 2025, OCI Nitrogen experienced a heavy turnaround year with prolonged schedules, which were further impacted by unplanned outages.

While we monitor the impact of current geopolitical disruptions, which have resulted in elevated energy prices and specifically volatility in TTF, we continue to be confident in the long-term prospects of this asset and its relevance to the European value chain. As part of the strategic review, OCI is considering the strategic divestment of this business going forward. On 26th of December 2025, Beaumont's new ammonia reached first ammonia, a key commissioning milestone.

Today, the facility is close to achieving project completion, at which time it will shortly thereafter be formally handed over to Woodside, including transfer of the operations team. Following the completion, OCI will remain responsible for closing out outstanding construction obligations. The company expects that the total cost to completion is approximately $1.8 billion, inclusive of all remaining closeout costs.

The increase is expected to -- the increase in expected cost to completion reflects further delays to the time line, associated acceleration costs to minimize further delays in claims as well as estimated provisions for higher-than-expected claims related to the closeout process. At 31st December 2025, total cash spend was $1.58 billion, including historical CapEx and certain pre-operating expenses.

At the project handover, OCI will receive the $470 million of deferred consideration, which represented 20% of the deal value. This will be offset by the remaining cost to completion, which are estimated to be around $228 million as of 31st December, resulting in an estimated net cash inflow of approximately $242 million.

Turning to Slide 10. Here, we provide a summary of OCI's capital allocation to date since listing in 2013 in the Euronext Amsterdam. During 2025, OCI returned $1 billion to shareholders in May, followed by a further approximately $700 million in September in extraordinary distributions through a combination of capital repayments and cash dividends.

Cumulatively, shareholders have now received approximately $7 billion in cash distributions since 2022, of which, as we mentioned before, around $5 billion have been funded by the proceeds from the strategic review together with operating cash flows. Note that following the September distribution, OCI no longer has sufficient fiscal reserves for capital repayments, which historically provided relief from Dutch withholding tax.

On Pages 11 and 12, we provide an end of year snapshot of the principal assets and receivables in addition to residual obligations and contingent liabilities. The purpose is to show both the sources of value that remain within the group and the liabilities and cash outflows that continue to sit alongside them. Key assets include the Beaumont New Ammonia receivable, which was just discussed, our continuing interest in OCI Nitrogen, the production facility, our residual equity stake in Methanex, the net expected proceeds from the terminal sale and the $362 million Fertiglobe escrow receivable, which is offset by a matching provision, which we will comment on a bit later.

On the liabilities, we highlight our continuing SG&A and corporate cost base, which is subject to future continued evaluation. In addition, we continue to expect various transaction runoff costs and various restructuring and separation expenses in addition. In our press release and the accompanying presentation published today, we have provided estimates of OCI's residual contractual obligations in relation to these divested businesses, including Fertiglobe indemnity.

As part of the Fertiglobe divestiture in 2024, $362 million of contingent consideration was held in escrow upon closing. Receipt of any part of this cash held in escrow is dependent on the expiration or settlement of certain indemnifications agreed as part of the transaction. Matching this consideration, the company has recorded a provision of a similar amount of $362 million, which reflects management's current estimate of the range of potential outcomes, the associated probabilities and the resulting expected value of these indemnities.

We add that management estimates that the minimum possible liability resulting from these indemnities is approximately $100 million and the maximum potential liability is approximately $680 million and in highly exceptional circumstances, this figure can be exceeded. However, we continue to consider the provision of $362 million as the best estimate of the present exposure, which has been consistent since the deal closure. This assessment is periodically reviewed by management, the Board and the auditors. Suffice to say, the underlying nature of these indemnities and the circumstances are bound by certain confidentiality and nondisclosure provisions under the relevant contractual agreements.

Moreover, we note several other residual M&A indemnities and warranties in relation to all the divested businesses, including the Fertiglobe business, the B&A project, the terminal sale and the OCI methanol and IFCO divestments. Across the agreements associated with these transactions, the remaining obligations comprise a combination of tax-related warranties, operational and project-related indemnities structured through both cap exposures with finance survival periods and certain customary uncapped matters.

In aggregate, tax warranties represent the longer-dated category and extends into the early to mid-2030s, while nontax operational and project-related indemnities either expire earlier or are limited to defined subject matter, notwithstanding that some are uncapped in value and/or duration. The scope, caps, survival periods and limitations across these agreements reflect market standard outcomes achieved through competitive auction processes and bilateral negotiations, including customary exclusions, thresholds and mitigation rights.

These protections will be further included in the 2025 annual report, which we expect to publish in early April, as mentioned by Beshoy. However, we have duly integrated what we found to be key information featured in the financial statements into the press release and the accompanying results presentation published earlier today for our readers' convenience.

So notwithstanding a contractual framework of such obligations, our financial statements will continue to capture management's best estimates associated with these obligations through the relevant provisions and liability line items. Any developments on these matters, obviously, will continue to be duly disclosed.

With that, we conclude our prepared remarks and would like to open the line for questions.

[Operator Instructions] Our first question comes from Stijn Demeester from ING.

Three, if I may. The first one is on OCI Nitrogen. Can you confirm whether the operational setup of this asset with import capacity of ammonia and urea in Rotterdam and downstream capabilities in Geleen is still intact despite recent divestitures? The reason I'm asking is that because the setup has been quite beneficial for OCI in past periods of elevated gas prices, whereby your press release seems to suggest that it's opposite this time since you flag the impairment risk.

Second question is on the EUR 290 million book value of OCI Nitrogen in light of the EBITDAs achieved recently and the share price of your nearest competitor at an all-time high. This also seems to suggest quite punitive valuation multiples. So a bit color here would be appreciated. And then the last one is on the escrow. I appreciate the additional disclosure since this amount now represents about 40% of your market cap. Nevertheless, between $100 million and $600 million or more. So could you provide some context in what time frame you would be able to narrow down this broad range that you have put forward right now?

Thanks for your questions. I'll take them in turn. In regard to the OCI nitrogen business, you -- it's a good question. As part of the bifurcation or the carve-out of the business, we entered into long-term agreements between the manufacturing facility and the terminal that provide -- continues to provide the necessary flexibility for the plant to benefit from the produce versus import level of flexibility.

So that is something that we integrated into the ecosystem in order to preserve the optionality for the manufacturing facility which is also something that is -- presents an attractive feature to the terminal operator going forward as well. In terms of the value attributable or the sort of continuing value of OCI Nitrogen on a stand-alone basis in our consolidated financial statements. This was an exercise that is typically undertaken by an independent financial adviser using customary methodologies. Obviously, it is something that continues to be evaluated on an ongoing basis in order to determine whether impairments at any point in time are necessary.

I think you have to see it a little bit differently than an M&A context because in M&A context, other factors would weigh in, be it positive or negative factors that are dependent on market conditions, the strategic landscape of potential investors, et cetera. However, it does also take into consideration that we're coming out of a low free cash flow generation period, albeit it was related to some unplanned outages, which come with some silver lining that you address issues that are -- have impact on the plant long term.

But it also -- I believe when they look at these -- when they look at these modeling, they also take into consideration the risk associated with the volatility in the market, be it structural issues that related to the site being long-term impacts of or long-term aspects of certain downstream markets. I think it's a combination of factors going forward. In terms of the escrow, I think we have consistently estimated the exposure in this regard to be kind of where it's at now since the closing of the deal. It's something that we monitor quite actively and delve into detailed analysis on a periodic basis for.

It is hard to say or give you an explicit answer on the time line for getting clarity or the crystallization of the end results in this regard is not something that we duly control. However, we will continue to be quite transparent if there is any changes that impact the estimation by management in a proactive manner. What we did provide incrementally on the back of the significant change in the business profile following all the divestments, where we felt the materiality associated with the disclosure around the contractual contingent liabilities is now necessary in coordination with our auditors and legal advisers.

We believe that providing bookends of what could be is useful for our investor audience that does not, however, impact what we believe is our best estimate that is carefully considered and integrated into our financial statements going forward, which has been consistently the offset of the escrow amount that is included in the financial statements.

Thank you. Our next question comes from Angelina Glazova from JPMorgan.

I have 2 questions. The first one is regarding the review that is now being done by independent directors into the proposed transaction with Orascom. Are there any interim findings that you can share with us at this stage? And also probably from a regulatory requirement standpoint, is there any specific time line that we should keep in mind in terms of this process? Or is there no regulatory restriction in terms of the time line?

And my second question is regarding the remaining stake in Methanex that OCI has. So you have commented regarding the planned use of proceeds from the current sale and that there is no plan to take further action in the first half of this year. But in general, with regards to the remaining stake, what would OCI's plan be regarding both the monetization and use of proceeds? Because I guess you have mentioned repayment of the outstanding debt as potential use of proceeds for the sale that has been concluded, but there isn't much debt outstanding for OCI overall. So I'm just wondering about the use of proceeds for the further monetization of the remaining stake, if this is something that's being planned.

Thanks for your questions. In regards to your first question, no. As I mentioned earlier, the Board has taken note of the EC ruling and is currently assessing the impact on the company in general and the proposed transaction in particular. And the EC has passed the court appointed directors with ensuring a proper evaluation of this transaction. And it's too early for us to prejudge the timing and the result of such assessment.

Are there any regulatory constraints to allowing this process to be conducted properly? We do not feel that there are any regulatory constraints at this moment. I think there is -- there should be sufficient time for this process to take due course. And in regard to your question on the mechanistic, as we mentioned in our prepared remarks, we -- following the block sale that we did for the 3.33 million shares, we will not be -- we do not expect any action during the first half of the year. I really can't comment on any other future plans at this moment in this regard.

Yes. And also in terms of your -- there was a sub-question to your question on the use of proceeds. The reason I mentioned some debt repayment and use of proceeds because in the -- since the close of the year, because of the development on our capital expenditure on D&A and other related costs, we developed or we built an RCF draw that probably exceeded $100 million that would need to be reduced with the first proceeds coming in through the door, which in this case is the Methanex proceeds that are preceding the deferred clean ammonia proceeds and the eventual closeout of the terminal. Hence, my earlier comment.

We currently have no further audio questions, and I'll now hand over to Chintan Khamar, Director of Investor Relations for text-based questions.

Thank you, Becky. The first comment we received on the webcast is, thank you for the additional disclosure on the Fertiglobe sale indemnification. You note a minimum possible liability of $100 million. Have you already received claims against the reps and warranties from the buyer for that amount? If so, is it higher or lower?

Thank you for the question. There are no -- there is no particular details that have been provided at this stage in this regard. I think the estimate that we have is a management estimate based on a range of probabilities that we continue to analyze that reflect various circumstances that we take into consideration. There are other indemnifications which we have disclosed -- which have been settled or in some cases, there have been positive receivables received. I think it was mentioned earlier as well in terms of the net where we -- our minor claims and receivables are offset against each other. But in particular to this specific indemnity, I think the only information we have provided so far is the management estimate in this regard.

And a follow-on question to this on the Fertiglobe sale indemnification. Is it conceivable that you would enter into an early settlement agreement with the buyer?

Is not something I can comment on.

The next question, what was the reasoning behind selling only 1/3 of the Methanex shares held by OCI?

In order -- there are some parameters that have to be met when you hold a certain size stake. In this case, looking at where the transaction was conducted on the NASDAQ market, there is a Rule 144 where you have to look at the trailing liquidity average for a certain period that effectively results in a cap on how much you can sell. I believe we -- what we sold was within the allowed -- the permitted volume that was executed at what we feel was a reasonably attractive price.

Can you specify the amount that OCI is entitled to because of the earn-out agreement regarding the sale of Fertiglobe to ADNOC?

Yes. I think in regards to the historical earn-outs, our estimation at this time is that we are not going to be reaching the necessary threshold that would have triggered an earnout receivable for OCI. So our estimation subject to final procedures is 0.

Thank you. I think some other questions asked have already been answered. If you do have any outstanding questions, please feel free to reach out to Investor Relations at OCI. And with that, we conclude our call, and I'll hand over to Hassan Badrawi for concluding remarks.

Thank you all for participating today, and we look forward to our next interaction, hopefully, with further developments and updates to share. Thank you very much.

This concludes today's call. Thank you all for joining us today. You may now disconnect your lines.

Hello, and welcome, everyone, to the OCI Global Strategic Combination Analyst and Investor Call. My name is Becky and I will be your operator today. [Operator Instructions]

I will now hand over to your host, Sarah Rajani, OCI Vice President, Investor Relations and Communications, to begin. Please go ahead.

Thank you. Good afternoon, and good morning to our audience in the Americas. Thank you for attending the call today. With me is Hassan Badrawi, our Chief Executive Officer; and Beshoy Guirguis, our Chief Financial Officer; who will provide a brief overview of our proposed strategic combination with Orascom Construction announced earlier this week. We will then turn to Q&A. The press release and the investor presentation are available on our website at oci-global.com. We will be referring to slides in the investor presentation during this call.

I would like to remind you that any forward-looking statements made on this call involve risks and the actual results could differ materially from those statements. Let me hand it over to Hassan.

Thank you, Sarah, and thank you all for joining us today. As announced on 22nd of September, earlier this year, OCI has been pursuing a potential combination with Orascom Construction with a view to establishing a scalable infrastructure investment platform anchored in Abu Dhabi with global reach. Following an extensive process, including the assessment of strategic merits, the conduct of mutual due diligence and negotiations led by an independent transaction committee at OCI, the company has reached an agreement, which was announced to the market earlier this week. The combination, which was unanimously approved and recommended to shareholders by the independent Boards of both companies results in OCI receiving 47% of the fully diluted outstanding shares of Orascom Construction for distribution to its shareholders. We note that [ NNS ] was not involved in this process.

As OCI approaches the conclusion of the strategic review, this combination has emerged as the most attractive way forward and is a natural pivot point for the next evolution in OCI's value creation journey. We have continued to evaluate our strategy holistically and not in individual iterations. From the outset, the company has spent significant time and resources exploring the various avenues in the strategic review, including the sale of the business as a whole. Due to the lack of traction on our holistic solution, we took the more challenging and compelling route of selling assets in a series of complex transactions with strategics to maximize asset valuation in this process. These sales were executed on a tax-efficient basis alongside the extraordinary distributions to shareholders, which have culminated a $7 billion of -- distributed in the last -- over the last 4 years, predominantly largely also on a tax-efficient basis. A liquidation scenario was further evaluated in which the Board and its independent advisers consider the distributions that could be made available to shareholders based on best estimates of asset realization values and liabilities, alongside the ongoing costs that would need to be maintained over this period. This acquisition analysis showed a materially lower value than what is being presented in the context of the combination today, notwithstanding, of course, the impact of reduced size and liquidity over time. As such, we believe the proposed combination preserves the value of the residual assets provides an optimal environment for the management of continuing liabilities and contractual obligations. Leverages the integrated platform skills and knowledge base and the value-accretive future and avoid significant restructuring and other [indiscernible] costs that would be associated with an alternative and lengthy wind-down process. The agreed exchange ratio preserves upside for OCI shareholders while giving them participation in the combined entity's future growth, not considering the future potential returns associated with capital deployment, available leverage and administrative synergies that form the fundamental rationale for this combination.

Turning to governance. In this process, given the related party components of this transaction, where the largest shareholder, NNS owns approximately the same equity in both companies, NNS was completely [ recused ] from both process -- from those processes. To further ensure independence of decision-making and conflict of interest management and the appropriate safeguarding of minority shareholder interest, a transaction committee comprised subset of OCI's independent, nonexecutive directors was established to ensure that the relevant governance protocols were adhered to and followed.

The independent directors appointed Rothschild & Co as financial adviser to perform an independent valuation in respect of the consideration of Orascom Construction shares and to provide a fairness opinion on the exchange ratio whilst the Brauw Blackstone Westbroek N.V. provided -- the law firm provided the independent directors with independent legal counsel. The OCI Board evaluated the fairness of the proposed combination and assessed it against the company -- sorry, against the aforementioned liquidation of OCI status quo with the support of the independent advisers. The company also retained advisory services of Rabobank, A&O Shearman, ABN AMRO and Deloitte. Legal and financial due diligence were also conducted to identify any material issues that may have warranted consideration by the Board and within the fairness opinion.

Turning now to a little bit to the presentation, which will include some additional information further to the publication of the EGM materials this morning, including key transaction highlights as well as disclosure of the governance framework. I will now make a few points in this regard. Start maybe looking at Slides 4 and 5. The envisaged combined entity to be rebranded as Orascom upon closing aims to establish, as I mentioned earlier, a new infrastructure and investment platform headquartered at Abu Dhabi and listed at Abu Dhabi with the international reach. It brings together Orascom's engineering, procurement and construction expertise and a complementary growing concessions portfolio with OCI's institutional investment capabilities, transactional expertise and record of capital allocation and relationships, aligning complementary strengths to pursue a larger and more diversified opportunity set in our new focus area of infrastructure. This integrated platform will target recurring sustainable income and attractive long-term returns and will be organized across 3 strategic pillars, which includes Orascom infrastructure, Orascom Construction encapsulating the EPC business and Orascom Capital. By combining the financial resources, the platform is expected to have a stronger balance sheet and enhanced capacity to raise capital for investment in scalable, resilient infrastructure assets. This will allow the combination to invest at scale both directly and indirectly through partnership-based models and opportunities that could span equity and credit and operations and maintenance in the future.

Turning to Slide 6. This highlights OCI's track record of building scaling and in certain circumstances exiting business successfully to maximize shareholder returns since the original listing of OCI in his predecessor form on the Egyptian Stock Exchange in 1999.

The next slide, 7 and 8, together with the information in the appendices describe the relevant history of both companies, including Orascom Construction capabilities that will provide the platform with the execution. So we'll provide the platform with the execution capabilities for the combination, new plan as well as an overview of the company's experience in critical infrastructure growth markets and industrial sectors like power, water, transportation, and data centers with a track record encompassing some of the largest projects in the world, spanning 5 continents.

Looking at Slide 9. This provides a snapshot of the infrastructure landscape and some of the key mega trends that we believe the combination is strategically positioned to benefit from leveraging its integrated capabilities to pursue a larger and more diversified opportunity set in that space.

Lastly, on Slides 11 to 13, we provide an overview of the key transaction highlights and governance and regulatory framework surrounding this combination as well as the transaction structure pre and post combination. A few key points to highlight in this regard. OCI and Orascom Construction will combine their businesses through a sale and purchase share swap mechanism, subject to shareholder approval at EGMs for both companies that are scheduled for the 22nd of January 2026. As I mentioned earlier, the transaction has been recommended and supported by both boards and is subject to customary conditions, including obtaining relevant regulatory clearances. The combination will be domiciled in the UAE and listed in the Abu Dhabi Securities Exchange with a secondary listing in Egypt. The combination should result in OCI receiving 47% of the fully diluted outstanding shares of Orascom Construction for distribution to the shareholders. This is on the basis of an exchange ratio determined with reference to the equity value of each of OCI and Orascom Construction. This is an all-stock transaction with no cash distributions. A future dividend policy will be evaluated by the new Orascom Board and communicated to shareholders in due course at around closing.

Following Board approvals from both companies, whereby conflicted Board members did not vote, the combination will only proceed subject to the shareholder approval from OCI with the Sawiris family expected to vote in favor of the combination and shareholder approval from Orascom Construction, excluding related parties as legally required with voting thresholds to follow all applicable listing rules law and corporate governance regulations, ensuring a fair and transparent approval process.

Finally, the composition of the Combination's Board and its executive leadership team will be announced prior to the completion of the combination Mr. Nassef Sawiris will serve as Non-Executive Chairman of the combined entity.

In closing my remarks, I would like to reiterate our strong belief that this proposed combination offers OCI shareholders the optimal pathway to create value in the future while leveraging our complementary strengths and track record that we have demonstrated over the past 2.5 decades as a listed company. I wish to extend my thanks to the OCI team for their hard work and dedication, especially these last few years, during which we have differentiated ourselves through the successful execution of complex transactions with multiple strategics across various jurisdictions, securing robust valuations and having returned significant returns to our shareholders in a tax-efficient manner. We have remained true to our ethos of being strategically agile and swift in decision-making, reacting to market conditions and bolstering our multi-decade track record of building complex platforms with successful exits.

Lastly, we appreciate the support of our various stakeholders on this journey. We started really more than 70 years ago with the inception of the company and 2.5 decades ago as a listed company and since 2013 as a Dutch listed company.

And with that, we conclude our prepared remarks and would like to open the line for questions. Thank you.

[Operator Instructions] Our first question comes from Christian Faitz from Kepler Cheuvreu.

Two questions, please. First of all, can you give us an idea of your net cash position of OCI for year-end?

And the second question is, you seem to be pretty certain that the closing of the deal will be done in the first half of Q1 next year. Can you remind us of the key regulatory approvals you need to close the deal?

Thanks, Christian. In regards to your first question, we've shared, I believe, in the trading reports that as of the date of the trading, we report our net debt position was around $59 million. Obviously, that number continues to move as the months progress due to the CapEx associated with the clean ammonia project in the U.S. and ongoing Holdco and listing costs. So that number will continue to increase in the coming months.

In respect to the regulatory question -- to the regulatory approvals, I believe, the EGM is scheduled on the 22nd of January. We do not believe that there is any impediment from a regulatory standpoint in terms of approval that would -- that will be required post the EGM.

Our next question comes from Sriharsha Pappu from HSBC.

Could you just walk us through how the Board thinks about the value offered in the deal to OCI minorities versus where the stock was trading pre-merger announcement? And the reason I ask is optically effectively, this looks like Orascom is doing a capital raise at a 30% premium that OCI minorities have no choice but to participate in.

Yes, obviously, the board approached a transaction with the support of independent advisers and because -- by conducting evaluation process, which I think was summarized in the fairness opinion in that part of the EGM circular, which entails -- given the nature of the residual business was very much focused on also some of the parts approach, where the individual pieces both on assets and liabilities basis were closely apprised resulting in the fair value that was used, the input value that was negotiated and used of around $1.35 billion. And the evaluation was done against or compared to a liquidation scenario, as I mentioned in my earlier remarks. And then acquisition scenario was actually was part of the due diligence in the sense that quite a deep analysis was performed to evaluate the -- what really is the only viable alternative in this situation to assess what are the available -- what would be the available distribution in such a scenario? And what kind of -- type of time line? How do we deal with ongoing contractual obligations and liabilities both in the form of specific indemnities and contingent liabilities that have arisen from -- as part of the complex set of contracts we've signed over the last 2 years to unlock the valuation that we were able to achieve and to -- that resulted in these distributions. And all that complex of contractual obligations, which will continue going forward alongside residual operating cash flows, ongoing listing costs, wind-down costs were evaluated as part of the liquidation. And the analysis showed us and which was independently validated and analyze that it is a significantly or materially worse outcome than what is being contemplated here in terms of the preservation of this combination of assets and liabilities in its current form and transferred at fair value. I hope that answers your question.

Yes, it does. If I could ask a follow-up. As part of this process, was there ever a tax-free structure for minority is contemplated because the -- obviously, there's a significant withholding tax now that minorities have to incur.

Yes. I mean we've looked at a lot of available options, all available options, but this is really was the only one that's commercially viable to achieve the objective of redeployment of capital, which we had mentioned as far back as late 2024, although we had -- since then, we went a little bit further in the distribution that [ we affected ] compared to what we intended to redeploy. If you recall, we were talking initially about multiple billions of potential redeployments. But yes, and again, and also taking a step back, we -- and I mentioned that in the -- a specific point in my earlier remarks, Obviously, had we done a holistic or a full exit of the business at some point? I think it would have been an easier situation, but may not have realized the valuations that we were able to achieve by pursuing these individual as a series of transactions, which obviously took significant more time,, created maybe more larger set of contingent liabilities that we have to deal with and different contracts that we have to manage that survived the closing. And I think our history demonstrates that there were attempts to do transactions that involve the whole company in a much more simplified way. But I think what we were able to achieve through this route speaks for itself in terms of the valuations that were achieved, the size of the distributions that were made and the fact that they were all, almost over 95% of tax efficient in terms of the distributions and the transactions themselves will also almost entirely tax-free due to the diligent approach and structuring that we have done over the years and how we approach these investments.

Our next question comes from Mark Adeeb from CI Capital.

I just have 2 questions from my end, if I may. The first one is what does OCI bring to the combined entity balance sheet, given that now the company has a net debt position, and it was mentioned in the press release that there will be a stronger balance sheet going forward for the new entity?

And my second question the $1.3 billion valuation. I'm under the impression that this was as of second quarter 2025, which included a net cash balance of $1 billion. So how did this -- like changed since then.

Yes. I'll start with your second question. All inflows and outflows post that date were taken into consideration in the fairness opinions that are conducted by both Rothschild and BDO, which obviously provided the transaction zone that was used to negotiate the final input valuations between the transaction committee and counterparts. And that resulted in the proposed exchange ratio and relative valuations.

In terms of your first question, I think it's more of a -- it's not a short-term, more of a longer medium-term reality that the combined cash generation from OC and the expected monetizations from OCI eventually will provide the platform with the funding needed later in the year 2026 to be able to deploy and create -- deploy the capital and create the platform that we are talking about here. So yesterday, we are in a net debt position, but there are expected future inflows that obviously come with some risks but also are -- have largely been quantified and reflected in the valuation that you see today that will be contributing to the balance sheet of the combined entity in the future. That's on the quantitative side. Obviously, on the qualitative side, we've covered this in the previous material and also in the material we've circulated today, in terms of reuniting 2 platforms that really have over the last -- until the separation in 2015, really housed some of the highest return [ years ] or highest return endeavors that have been achieved in terms of building the various platforms over the years, combining execution expertise with the sort of investment institutional knowledge and capacity with financing capability and strong relationships that we have with financing institutions. And I think we mentioned somewhere that sort of between the 2 companies, the total value of projects, financings, M&A conducted over this last 24, 25 years, it's close to $90 billion worth of experience, which is brought to bear in what -- in this drive to build another or a new platform, which we hope to scale up and be growth focused and continue our legacy of generating returns to our shareholders.

Okay. Just to make sure I got this correctly. So the IFA report took into account the current net debt position, not the net cash position of second quarter, right?

Yes. I mean it's taken to -- it took all facts, including all latest estimates and inflows and outflows current and expected in the reports.

Okay. And in terms of the assets that are going to generate cash flow, so which assets on OCI side that are going to generate these future cash flows?

Yes. I mean it's the components that remain in OCI, which includes the OCIN platform or operating assets. We have the Methanex stake that was part of the methanol exit. There are future proceeds from the sale of the terminal. Should it close -- assuming it closes successfully in the first half of the year, plus you have the net outcome of the receivable of clean ammonia, I'd say netted against the CapEx -- the capital to complete the project. I mean, that's basically the combination of the assets that exist in addition to, of course, you have some incremental holding company costs that will continue to be incurred, which will be further evaluated as part of the integration.

Our next question comes from Eric Vanden Hudding from VEB. Please go ahead.

Yes, thank you for clarifying the reasons why not choosing a cash offer. As you are aware, European Investors, VEB represents a lot of retail investors, particularly in the Netherlands, but also broader. I'm sure you're aware that a lot of these retail investors don't have access to the Abu Dhabi Stock Exchange. So I was wondering why the Board has chosen to sort of force these investors into illiquid shares that they probably can't hold any longer. So why haven't you chosen to do a dual listing, for example, of Orascom in Amsterdam? That's my first question.

And then my second question is, you've already stated the potential conflict of interest in terms of not being able to vote at the Board level. My question is, do you think it's appropriate and even permissible in the Dutch law -- Dutch corporate law for the majority shareholder to vote at the EGM. Thank you.

Yes. Thank you for your questions. Let me ask out to the last question. For sure, all applicable laws were closely followed in this process -- in this fiduciary process. So we have -- we're quite clear and confident about the application of all relevant Dutch laws and Dutch code in this respect. It is -- and the Board was supported in that endeavor by two law firms, one independently retained by the independent directors in order to continuously scrutinize these aspects of the transaction, of the proposed transaction and one was retained by the company as well to support all the due diligence and legal work to ensure quality control of all documentation, et cetera. So that's in response to your second question.

In response to your first question, we've -- we're -- we acknowledge that there will be difficulties associated with holding AGX listed stock for some investors and some shareholders. And as such, we have really sought to ensure some good mechanisms are put in place to address this for the shareholders that wish to avail for themselves the ability to do so. These arrangements include voluntary sale facilities for those investors whose individual banks or brokers are not willing to or unable -- not willing more so than unable to hold the Orascom shares, and the -- which will be organized through our Dutch agent, ABN AMRO has also been retained to support in this process. For those investors who do not wish to open an ADX account directly or choose not to sell their OCI shares. We've also -- these years will be -- we set up a situation where the shares will be booked in a suspense account for an interim period, which will give the investors sufficient time to organize their affairs and not be forced or not be into a force-selling situation if they are unwilling to hold these shares. And instructions on how to open an account directly as well as arrangements we have put in place for those who do not wish to or cannot take the delivery of the shares, have been published this morning in the EGM circular, which is available on the company website. And we really urge shareholders to consult their own banks or brokers because ABN has also reached out to all custodians to make sure that all this information is easily retrievable and available, and they're also avail themselves to answer questions and support the process. Effectively, ABN will act as a help desk, facilitate this process for a period of up to 3 years. So I think we've gone beyond the call of duty in this respect, and I believe the Board has also appreciated the task and the process that has been set up in this regard in order to ensure that everybody has ample time to make informed decisions and not be forced into any situation.

Yes. Thank you, Hassan. Can I do 1 follow-up? I'm sure you've seen the sort of forced selling in the shares of OCI over the last couple of days. I was wondering if you -- how much comfort do you have that those arrangements that you've made that those will stop this from escalating further.

No. I mean there is -- we can see there has been a little bit of an uptick in volume. I'm -- we don't really want to comment on movements that we don't have visibility on, but I would expect that there could be some short-term volatility associated maybe with some passive sell down by entities that choose just not to engage in this -- in the mechanisms that we have provided with great care. But it's something to -- that we are monitoring going forward.

Our next question comes from Tobias Rolle from Twenty Nine Investment.

I have a couple of questions. But first of all, I'd like to answer or get an answer on the question on the EGM, which you planned. In the appendix...

I can barely hear, it's barely audible. Can you [indiscernible] again?

Is it better now?

Yes, slightly better. Okay.

Yes. Okay. So I have a question on the shareholder meeting invitation where you mentioned on Page 22 that shareholders right to table general meeting resolutions, shareholders holding 3% of the issued and outstanding share capital may request agenda items is submitted at least 60 days before the meeting. We will not be able to do that. Can you please comment.

I think you're referring to the comparison that we have provided between the 2 companies' rights, but I don't think it has to do with the way the process works in the Netherlands. I think we've -- we wanted to provide a little bit of visibility on -- in the new company, what do the existing governance framework provides for shareholders under the new -- in the ADX context versus what they have today. It's just a comparison that was provided. I'm not sure if that's correct.

You're not offering that shareholders with larger holdings 3% can put anything on the EGM because you're [indiscernible].

In respect to our Dutch process -- yes, in respect to the Dutch process, I think we will follow the letter of the codes. But I'm not sure what the question is. But please feel free to...

The question is, whether the 60 days will not be -- it is like too short, right? We have 40 over days until the EGM is happening. So nobody can place any extraordinary item on the EGM anymore? So I don't think the EGM in this respect is going to be valid because none can place an item on the EGM invitation. So we cannot vote on our own suggestions. We have to vote on your agenda, and that's not -- that should not be the case, to be honest. okay? So something to think about for the company. So I'd like to proceed with some questions, please, okay? So why did the Board chose the liquidation style -- sorry?

Thank you for your comment on that. We'll take note of that.

Okay. Thank you. So first question, why did the Board choose liquidation style valuation based on asset disposal and wind-down outcomes instead of using transparent market-based metrics such as 1 month or at least the 3 months VWAP for both OCI and Orascom shares, especially since VWAP is a widely accepted method in exchange ratios and would result in a more balanced outcome for minority shareholders.

Question number two, can the Board explain how selecting a liquidation scenario valuation, which structurally lowers OCI's implied value complies with Article 2.8, given the alternative objective methods like VWAP, NAV to NAV comparison or pure multiple benchmarking would have yielded a materially higher exchange ratio.

I think maybe there's bit of understanding that the liquidation was used as a basis of the valuation, it was not. The [ valuation ] of the valuation was a fair valuation that was done on market-based methodology for all the individual assets and liabilities, including relevant multiples in the case of the existing operating business and evaluating the actual expected cash flows on a DCF basis for the for any expected proceeds. That's how we culminated in the $1.35 billion valuation that was used, which was significantly above the market value whether at any point in time in the recent history. So that's exactly that was used as the methodology input for the valuation. On the other side, the input valuation was also based on what is provided for by the regulatory framework in these jurisdictions, which necessitates also a fair value approach. And again, there, it was -- typical methodology is used, which is a culmination of various methodologies blended together to come out at a value. That generated ranges within these ranges, both mandates were then given the remit to negotiate a situation, and we were able to reach at the exchange ratio, which really provides OCI assets and labilities with the -- I think what is a very fair value for the current residual assets under abilities complex that we have. But the liquidation was only evaluated in [ juxtaposition ] as an alternative to what is being contemplated in terms of the value -- implies the underlying value of the assets being imported into this combination. But it was not a valuation basis for the number that you see.

Do you have the NAV comparison with the detailed numbers [indiscernible].

And just to be helpful, Page 6 and 7 of the circular lay out in full the full valuation methodology and appraisal I urge you to look at those as well. And if you have any questions after the call in regard to the circular and the fairness opinion, we're happy to answer.

Okay. Okay. I have 1 more question for...

Which also includes the VWAP, by the way, yes. So that's also been taken into consideration.

Okay. I will have a look. Thank you so much. Why did OCI choose a demerger, sale and distribution liquidation sequence rather than a straightforward status cross merger for the merger, which was to have granted shareholders withdrawl all right. What was the avoidance of minority share protections an intentional part?

Yes, as I mentioned earlier, we've assessed the feasibility of other structures, but the only commercially viable one and available in this combination context, was the structure which otherwise, the underlying thesis of having a reasonable capital base to deploy in the context of building a new platform, basically disappears in any other structure. And like I mentioned, we don't look at this situation in isolation. This is not a moment in time that we're looking at this particular moment in time. This is the culmination of a strategic review where all decisions are really connected to each other. And we look at it as a holistic unlock of value and consistent intend to redeploy capital to preserve the value of the assets and liabilities that are residual to the strategic review process so far. And that gives us the ability to manage those in a value-accretive way going forward and redeployed the capacity, the capabilities that we have and the balance sheet that we have and the track record that we have in a manner that is familiar and proven historically to create platforms that unlock such value. I think that -- I hope that's clear.

Our next question comes from Priyanshi Mishra from ABI Analytics.

I just have 2, few questions. So first, since Orascom and OCI reached an agreement to combine their business, who will receive the proceeds from the sale of AGROFERT, newly combined entity or if you could provide any clarification on this point?

And second would be, if you could provide clarification on the expected duration for retaining the Methanex stake? And how this shareholding fits into strategic road map?

Yes. Obviously, as of the date of the execution -- expected execution, which is in the first half of the Q1, all assets and liabilities, including future -- potential future proceeds would be to the benefit of the combination. In respect to the -- your second question, we will continue to evaluate all strategic options in respect of the assets and liabilities, the assets that we have and the stack will be inherited by the combination and will be managed as an active investment within the Orascom Capital vertical.

Okay. And just one follow-up question. What is the total debt outstanding at the end of 3Q '25?

We mentioned that the net debt figure as of the date of the trading report, which was earlier this week was around $59 million.

Our next question comes from Jeffrey [ Delgado ] from Kepler Cheuvreux.

Is there a chance that you can take us through the recommendation of the Board exactly and the recommendation of the independent expert. If they were convinced that this is such a good transaction, why didn't they put this merger up to the test of a [ whitewash ] transaction in the first place that we had seen the majority of the shareholders vote for the transaction rather than Sawiris included. And have I noted the paradox that while Sawiris recused himself from the process, he created the conditions for him to actually have control at the EGM vote. Therefore, kind of conflicting the initial conflict of interest that he was trying to avoid.

Thanks for your question. No, as I mentioned earlier, we have strictly applied all relevant laws pertaining to Dutch governance and legal codes. I think that has been closely scrutinized and evaluated in the process and respected. And in the process itself, the recusal was from any participation by NNS representatives in the Board's evaluation process and in the negotiations, again, applying what is legally required in that regard. I mean, that's all I can say in this respect.

Okay. And maybe just 1 last question. Can you just take us through exactly how the independent expert was appointed because the press release mentioned on several occurrences at the company appointed it -- but is it the independent Board that appointed it? Or is it the company?

There was two -- maybe two categories. The fairness opinion adviser in this case, was a Rothschild & Co that was appointed directly and by the independent Board who, through their subsets transaction committee, which was comprised of independent directors who supervised the process. So that's a direct retention of an adviser for the conduct of the fairness opinion by the independent Board. Additionally, they also retain directly the services of the Brauw, which is a reputable law firm to provide them with independent advice in relation to this process as well. The company further bolstered the advisory slate with hiring A&O Shearman because there was -- to help manage the transaction documentation and the various obligations that we have under existing contracts that need to be managed and to also further conduct due diligence to make sure that there is no sort of red flags that should have been taken into consideration in the fairness opinion when evaluating the exchange, that would have otherwise not been considere. Additionally, Deloitte was also hired by the company under the advice of the Transaction Committee to also conduct financial due diligence, again, to ensure that there are no red flags that would have warranted evaluation reflection in the exchange. And finally, the company also retained the services of ABN AMRO. As I described earlier at length to ensure that we have a mechanism to support all existing investors and shareholders and their ability to migrate or manage their holdings in the company and then organized and without the pressure of any forced selling as well, and they have been actively communicating with all available custodian banks to ensure that all information that is needed is available out there. And we will continue to do this task for a significant period of time going forward. I hope that clarifies.

Our next question comes from in Stijn Demeester from ING.

Yes. 3 questions from my end, please. What's the status on the sales process for OCI Nitrogen? What value has been taking into account in setting the valuation of OCI in the context of the exchange rate? The circular mentioned the parameters of the valuation, but not explicit value. That's the first question.

Yes. I mean, we don't disclose individual pieces for strategic reasons, as you may appreciate. As in regards to that particular business, we'll continue to evaluate our strategic options. And I think the context that we create and the combination provides us with the necessary runway to pursue the best possible outcome in the future, which will be to the benefit of the all shareholders in the combined entity context. But it obviously was approached using standard methodology. And I believe in the material we provided, we -- in the material provided on Page 6 of the circular, where the methodology was described, which included, of course, DCS -- DCF approach in addition to looking at other comps for sanity check.

Okay. So similar question on the escrow money, the $360 million. Also there, you give very little disclosure on what you actually take into account because there is no commercial issue here. So can you be a bit more specific on what assumptions you've done on the $362 million?

Yes. I mean in that regard, we've been very consistent from the start, and we've been disclosing our approach in the financial statements, which is -- has been repeatedly audited by PwC where we have valued these -- we value the existing indemnities within a probability-weighted range, both in line, like I said, with the auditors. And the same applied -- was applied to indemnities covering historical legal tax and other exposures that we have. And it is estimated there's been no meaningful change to the measurement of this contingent consideration since the end of 2024, our best estimate continues to be that the amount that's held in escrow will cover the potential indemnities or indemnification and as presented in the financial statements using the appropriate accounting standards. There are also obviously other contingent risks associated with this -- the various contracts that we have that are not captured in the sense but something that is -- that continues to be a risk that we have to manage going forward.

Last question, could you provide in context of the net debt position that has been disclosed for, I think, 9 December in the context of this, what is the remaining CapEx spend for Beaumont. Can you provide that number?

Yes. I mean that -- the -- we provided guidance to the market. We've updated the guidance to the market. As -- I think as of end of August, $1.39 billion was spent, and we have updated the guidance now that the cost to complete will take us to spike completion in the area of $1.7 billion, and it's something that we continue to try to manage. There's obviously been some overruns associated with the project. But at least compared to other projects in the U.S., I think we've done relatively well in managing the cost increases that have materialized and it's something that we're totally focused on bringing it to completion hopefully within the updated budget.

Sure. But you don't provide spend since end of June. So how can we interpret the net position for 9 December?

Yes, but it's been fully reflected in the fairness opinion and forecasted accordingly.

Yes. But the fairness opinion does mention that, no independent evaluation or appraisal of the assets or liabilities of OCI has been set. So yes, I'm serious to retake this one.

But the investment cost estimate is routinely reviewed with our auditors. So the inputs are carefully evaluated. And those inputs then were provided for the fairness opinion.

Our next question comes from Pim Postma from VEB.

Again, representing the VEB here. So we represent a lot of smaller retail investors, as Eric already said, primarily in the Netherlands, but also in Belgium. And I've heard a lot about a liquidation scenario for OCI as, let's say, some sort of a bottom valuation, which is considered in this combination, which I believe also is very understandable given the significant cash like elements, which are currently at OCI. So I basically have a very simple question. Can we please let's say, with a rough figure or rough share price range to that liquidation scenario on an OCI share basis?

We'll take your request into consideration, but at this time, I am unable to share the exact underlying analysis for various reasons associated with the files that are involved. So I think -- I hope my answer is clear in that respect. But what should provide comfort is that, that liquidation analysis was independently scrutinized by Rothschild, which is a reputable institution that would not provide a view in the fairness report without having done the necessary work and evaluated the assumptions that we provided. But as you can appreciate, there is only a few assets and liabilities left in the company and to get into a very transparent layout of the assumptions that have been used would actually compromise some of these some of these commercial situations.

All right. And then maybe just also a simple follow-up. Because eventually, the OCI shareholders will get about, let's say, EUR 4, EUR 4.20 after the combination. So what I assume from that is that the liquidation value you estimated is let's say, far below that value.

I can't comment on that, but as I mentioned earlier, the combination was compared to the liquidation scenario, and it was materially lower than the value that was described in the combination.

We have time for 1 last question from J.B. Rolland from Millennium.

On AFM filings, you're showing that immediately after the announcement of the exchange ratio, the reference shareholder increased his stake by buying OCI shares in the market at around EUR 2.8 per share. When the stock traded well below both -- I mean, basically post announcement and -- why was no cash alternative or buyout mechanism offered to minority OCI shareholders at the comparable value in this transaction? And how do you reconcile that with your application to treat all shareholders fairly given the 100% share-based structure and the 15% Dutch withholding tax on the Orascom share distribution.

As we mentioned earlier, we looked at all the various transaction permutations and structures that could be available. And again, it's all in the context not in individual isolation of the currency situation. Really, it was -- from the beginning, we've set out to conduct a strategic review, find the best exits in a market which is very difficult to do exits, make sure that these distributions reach our shareholders in a tax-efficient manner, which culminated in the $5 billion associated with the strategic review and prior to that $2 billion of operating dividends that we also shared. And consistently, we have thought about how to redeploy some of the capital going forward as we have done in the past in two previous iterations in having invested in two other industries in the past as well and have conducted, again, this type of exits. So with that in mind and with that intent that has been -- we've been very vocal about it and our intention from the start, we have looked at what could be the most commercially viable idea and platform that makes sense and that can house this potential growth targets that we have, but also provide a context that does not destroy value, which is in a wind-down scenario, we would begin to get into value destructive processes associated with the existing residual assets. And we found that this combination provides the necessary forum and tools and structure to do so. But there was no cash option available in this context to us that would have preserved the value in the way that this combination sets out to do.

In regards to your -- I believe you asked a question about some additional shares acquired. We're unable to comment on any activity by the -- our largest shareholder NNS, which I believe is around 40% of the company. But I believe this followed all the necessary disclosures and that's how this information was provided immediately after any such purchasing activity. But I can't really comment on their decisions.

Understood. Can I ask if you were how -- I don't know, I guess, looking at the share price reaction has probably triggered a lot of discussions internally. I'm wondering how do you rationalize the stock market reaction on OCI?

I mean it's -- I think there's some short-term volatility associated with some of the migration that would be expected, should this deal be supported in the EGMs, which are scheduled late in January. However, we have ensured the mechanization and institutional support is provided through repeatable institutions on both sides of the transaction to ensure that all investors are able to hold shares going forward in the combined entity and sufficient and ample time is provided for them to do so. And should they not -- or should they decide not to do so or have some internal reasons or restrictions, then institutional support will be provided and avenues provided to support and orderly process from here on. And I think, as I mentioned earlier, this was something that we set out to do very proactively to ensure our minorities -- minority investors are -- get the absolutely best support available.

Thank you. That concludes our Q&A session. So I'll hand back over to Sarah for closing remarks.

Thank you. I believe we have now addressed the questions raised today and on the webcast, I think again, the same questions have been addressed. So we conclude. Thank you. And if there are any further questions outstanding, please reach out directly to Investor Relations, and we will follow up accordingly.

Thank you very much for attending today.

This concludes today's call. Thank you for joining. You may now disconnect your lines.

Hello, everyone, and welcome to the OCI Global H1 2025 Results Call. My name is Nadia, and I'll be coordinating the call today. [Operator Instructions] I will now hand over to your host, Sarah Rajani, Vice President, Investor Relations and Communications, to begin.

Hi. Thank you. Good afternoon, and good morning to our audience in the Americas. Thank you for attending the OCI Global First Half 2025 Conference Call. With me today are Hassan Badrawi, our Chief Executive Officer; and Beshoy Guirguis, our Chief Financial Officer. On this call, we will provide an overview of OCI's 2025 first half financial results as well as an update on our business and strategic developments, including the previously announced contemplated combination between OCI and Orascom Construction. We will end the call with Q&A.

The press release, investor presentation and financial statements are available on our website at ociglobal.com. We will be referring to slides in the investor presentation during this call. I would like to remind you that any forward-looking statements made on this call involve risks and that the actual results could differ materially from these statements. With that, let me hand over to Hassan.

Thank you, Sarah. Thank you all for joining us today. Allow me to begin with our usual comments on safety. This is covered on Slide 3, where you can see that our 12-month rolling recordable incident rate has finished in June at 0.31 per 200,000 hours. Throughout the transitional period, OCI has continued to prioritize the safety and well-being of all of our employees and to [ reason ] wider team across all of our sites. Before providing further remarks on the states of our business and the strategic developments, our CFO, Beshoy Guirguis, will walk you through some of the key financial highlights for the relevant period. Beshoy?

Thank you, Hassan, and welcome to everyone. Starting with Slide 5. Given the material progress of our strategic review, including the successful completion of the sale of our methanol business in June, our results here are presented on a continuing operations basis, which comprises of our European Nitrogen segment and our corporate entities. In the first half of 2025, we generated revenue from continuing operations of $567 million, adjusted EBITDA of $1 million, of which European Nitrogen represented $21 million, offset by costs incurred within our corporate entities of $20 million.

Continuing operations reported a net loss attributable to shareholders of $331 million in the first half of the year. The net loss reflects noncash foreign exchange losses, a $98 million cost overrun at Beaumont New Ammonia, which is Woodside's new name for OCI Clean Ammonia and debt modification adjustments linked to the early repayment of the 2033 bonds at a premium. With regards to the performance of our European Nitrogen business, adjusted EBITDA of $21 million in the first half of 2025 compares to $48 million in the same period last year. Despite higher revenues, the profitability of this segment during the first half of this year was impacted by a 30% -- 38% year-on-year increase in European natural gas prices and planned and unplanned maintenance of our ammonia and nitrate plants.

Going forward at a macro level, we continue to see a supportive environment for the European Nitrogen business with expected TTF natural gas reversion to historical norms and the strengthening regulatory framework that will structurally improve European industrial competitiveness in the medium term. OCI's European ammonia production facilities remained well positioned to capitalize upon any industry rationalization on account of the first quartile cost position and some of the best conversion rates in the global industry.

Adding to the positive market backdrop, the European Commission today published its decision to initiate an antidumping proceeding concerning imports of urea originating in Russia. It will take several months before we see the implementation of preliminary measures, but this is an impactful development for the industry. Finally, with our corporate entities, we continue to make progress in rightsizing our cost base to better serve the continuing business platform.

Turning to Slide 6. This slide shows the evolution of our net cash position from $1.37 billion at the end of Q4 2024 to $1.03 billion at the end of June 2025. Regarding the key drivers, the first half of this year saw several material cash movements. This included the receipt of $1.3 billion in proceeds related to the successful closing of the sale of OCI methanol and the payment of $1 billion distribution to our shareholders in May 2025. In advance of the OCI methanol closing, we also saw a $141 million cash outflow related to methanol operations, which includes the settlement of gas hedges and funding for intercompany balances. Project spend for the Beaumont New Ammonia project totaled $336 million in the first half of the year, bringing total spend to $1.29 billion as of the end of June.

OCI now expects the total investment cost through project completion to be approximately $1.65 billion, including contingencies, which represents a net increase of $98 million from our previous budget. This reflects a revised schedule and several factors that have impacted construction activities, including material adverse weather events experienced at the site and in the region. First, ammonia is expected towards the end of this year with hand over to Woodside during the first quarter of next year.

During the first half of the year, gross debt increased by $73 million, reflecting the accrual of repayment costs of the 2033 bond redemption, which occurred in August 2025 based on the support agreement with bondholders. The remaining balance and $87 million cash flow represents operating cash flow of the continuing businesses as well as other miscellaneous cash flows. I will now hand back to Hassan.

Thank you, Beshoy. Turning to Slide 8 recapping our progress so far in the strategic review, we note the following. On 27th of June 2025, OCI successfully completed the sale of OCI Methanol to Methanex in a transaction valued at $1.6 billion on a cash-free, debt-free basis, comprising of $1.3 billion in cash and the issuance of 9.9 million Methanex shares. Accordingly, OCI today retains an approximately 13% stake in the company, positioning us as the second largest shareholder. Following the completion of the methanol transaction, we subsequently redeemed the last remaining outstanding 2033 notes on the 7th of August 2025, effectively completing the repayment of all debt, as Beshoy mentioned.

Turning to Beaumont New Ammonia. Construction for the project is now largely complete, and the project is in its pre-commissioning and commissioning stages. The construction team is in the process of handing over systems to our manufacturing team with some key recent milestones already achieved, including the introduction of natural gas into the plants, the lighting of the flare and the start of steam blows. First ammonia production is expected later this year and the project handover to Woodside is now anticipated in early 2026, as mentioned by Beshoy.

In Slide 9, you will see the latest imagery of the facility, which shows the significant progress made to date, and we extend our thanks to our project team led by Beshoy who are on track to deliver the first of its kind project in the United States. Lastly, we have continued to progress our strategic review for the remaining European Nitrogen distribution and production assets and expect to share an update by year-end, including the potential sale of these assets. We cannot share any further information beyond this update, but consistent with past communication cadence, we will continue to provide updates in a timely manner when appropriate.

Turning to Slide 10. And taking stock of our capital allocations year-to-date, we recap that we have distributed $1 billion to shareholders in May via a tax-efficient capital repayment, which was followed by another $700 million in September through a combination of capital repayment and cash distribution. Part of this $700 million was paid as a cash dividend as we now have effectively depleted the fiscal reserve that was available for capital repayments, which was structured as part of our arrival in the Netherlands in 2013. Since we resumed dividend payments in 2022, following a period of high growth focus as we built this natural gas-based industry platform, we have reached total distributions to shareholders of approximately USD 7 billion, of which $5 billion can be directly attributable to the most recent strategic review.

Additionally, total debt repayments amounted to approximately $2.4 billion following the redemption of the bonds in August and resulting in a nice cash position today. Since the end of June, we have spent approximately $1.6 billion, including distributions, Clean Ammonia CapEx, debt repayments, specifically the bonds and other continuing business costs. Now virtually all strategic review proceeds and cash have either been distributed to shareholders used to pay down debt or will be used to cover imminent liabilities.

On 27th of June, the company announced the distribution of up to $1 billion of extraordinary distributions, subject to various conditions, including strategic review progress, progress on Clean Ammonia as well as other contingent variables and Boards approval. With $700 million already distributed in September, any further consideration is subject to the aforementioned conditions in addition to the Board evaluation of the merger consideration as currently contemplated, including capital allocations funding for the new platform.

Moving to Slide 13. With respect to Monday's initial announcement of the contemplated combination with Orascom Construction, I would like to preface a few points. Firstly, please note that the companies are still in early stages of due diligence -- reciprocal due diligence and discussions to agree on both the optimal deal structure and transaction economics. The currently contemplated transaction will ultimately be subject to Boards and subsequently shareholder approval from both companies.

To ensure independence of decision-making and conflict of interest management and the appropriate safeguarding of minority shareholder interest, independent directors of OCI will provide sole oversight over the process, thereby excluding any conflicted directors. Additionally, the independent directors have mandated their own financial and legal advisers to evaluate the potential transaction, including the provision of fairness opinions. For this purpose, the independent directors have appointed Rothschild as financial adviser and De Brauw Blackstone Westbroek as legal counsel.

Finally, whilst the currently contemplated transaction remains in the early stages of discussion and review, the company has chosen to share this preliminary announcement with the support of the Board to limit selective disclosure to adhere to high standards of transparency. Following the announcement on Monday, we are providing here some key highlights on the contemplated combination and its rationale. The proposed combination would merge -- would look to merge Orascom Construction's infrastructure capabilities across the globe with OCI's institutional investment experience.

This potential union would enable investment in large-scale infrastructure, leveraging the combined financial strength and consolidated resources. We currently believe that at this time, this contemplated transaction offers the optimal pathway to create value for shareholders while leveraging our strengths and track records. We note historically that the periods of highest growth and value generation have been when these 2 platforms were unified, generating a combined $22 billion in monetary returns.

In terms of the contemplated structure, OCI and Orascom Construction are exploring a structure whereby OC or Orascom Construction will be acquiring ADGM Inc. and ADX-primary listed entity, which is the Abu Dhabi Stock Exchange. And subject to the ongoing negotiations on the structure of this potential combination, OCI shareholders would receive new Orascom Construction shares at a ratio to be determined after completion of reciprocal due diligence and relative valuation exercise. We would expect OCI to be subsequently liquidated and delisted from Euronext Amsterdam in such an event and all to be conducted within the appropriate framework of applicable laws and agreed governance protocols.

Finally, in response to several questions regarding whether the currently contemplated structure legally requires a cash component, the answer is no. However, the currently contemplated structure remains under evaluation by the Board and our advisers. In closing, I wish to extend my thanks to the OCI team for their hard work and dedication, especially those last couple of years, during which we have differentiated ourselves through the successful execution of complex transactions with multiple strategic counterparts in multiple jurisdictions, securing robust valuations and having returned significant returns to our shareholders in the most tax-efficient manner.

We have remained true to our ethos of being strategically agile and swift in decision-making, reacting to market conditions and bolstering our multi-decade track record of building complex business platforms with successful exits. We also appreciate the support of our various stakeholders on this journey, which really started more than 70 years ago since the inception of the company, 26 years as a listed company and since 2013 as a Dutch listed platform on the Euronext Amsterdam. And with that, we conclude our prepared remarks and I would like to open the floor for questions. Thank you.

[Operator Instructions] Our first question goes to Christian Faitz of Kepler Cheuvreux.

First of all, I just wanted to clarify in terms of summing up the cash of OCI and the costs. What kind of cash inflows can we still expect in the OCI account? And also, can you remind us of the current run rate corporate costs in your present structure? I know it used to be $30 million to $40 million. Is that still the case? Or has that changed with the further asset sales? And also, can you give us some idea of the timing of the proposed transaction of merging OCI into Orascom Construction?

Yes. Thanks for your questions. In terms of what remains of future cash flows, it's a combination of components. We continue to own the OCIN European Nitrogen production and terminal business, which provides operating cash flows. There are some strategic review deferred files, which include the Clean Ammonia receivable or Beaumont Ammonia receivable that is -- would become due following completion and handover of the project, which we anticipate to be in the early 2026.

In addition to that, there are some contingent files, which may or may not result in further cash generation or that are captured in our financial statements that relate to various indemnifications that are part of the existing SPAs that were signed for past transactions. In addition to some minor adjustments, post-closing adjustments that we continue to negotiate as well. In addition to that, you would have to also look at the continuing HoldCo costs and which takes me to your second question, I think the number in terms of future HoldCo cost run rate, I think, is going to evolve subject to how we redefine the business. But at the current time, I would say it's -- that number has been reduced to a run rate of circa $20 million to $25 million.

And the timing -- the timing of the proposed transaction?

In terms of the timing, we're still in the early stages of discussion and onboarding advisers and conducting reciprocal due diligence. I believe we will be able to provide better visibility on that during our next call, which we maybe say later this year. But at this time, we don't have an exact time line that we can share.

The next question goes to Stijn Demeester of ING.

The first one is on the potential sale of Nitrogen Europe. You mentioned ongoing discussions. How should we reconcile this with the merger? Will you pursue with the merger even in the case when you find a buyer for Nitrogen Europe? Or would the merger then become obsolete? That's my first question.

Yes. It's hard to answer that question at this time because these 2 situations that still require a lot of work. As we said, in regard to the European platform, this is still an ongoing strategic review, which may or may not result in an outcome by year-end. We are starting to put a little bit of a time frame on it. But again, that's dependent on the progress of the existing discussions. And given that we are still also in early stages of the contemplated transaction that's yet to be evaluated by the independent Board and the advisers and negotiations need to be completed. It's difficult to give you an exact answer on the interplay.

I think stepping back, it's going to be a more of a large -- of a more comprehensive discussion about capital allocation by the company going forward, which, as I mentioned during the prepared remarks, is contingent on a multitude of variables, including now in addition to the previously listed variables, which impacts how much cash is available in the company and its timing. We now add another consideration of the merger itself and the capital associated with that merger in order for us to make sense should it be the path that we -- that the Board approves to pursue in order to create -- provide seed capital for this potential new platform. So there's a lot of moving parts does require some time and reflection and evaluation by the relevant stakeholders before we can give you an exact plan, which we hope to do in due course.

Yes. Okay. A couple of follow-ups. Can you remind us of the mid-cycle potential of Nitrogen Europe and confirm whether this is also the base case for any valuation of RemainCo into a merger process or a potential sale?

The next one, can you provide an update related to the contingent consideration related to the Fertiglobe transaction that around $362 million, e.g. an expected quantum and timing to recover these monies? And then a final one, would you still intend on returning the $300 million to shareholders in late '25 or early '26 via a cash dividend or a buyback, as you have mentioned before?

On the OCIN valuation, as you can appreciate, we can't really comment on the valuation in the middle of potential discussion. But I can tell you that we've shared with the market before sort of a run rate EBITDA -- normalized EBITDA of $130 million to $150 million based on normalized gas prices and sort of historical run rate production capacity at sort of mid-cycle prices would be a reasonable baseline. Obviously, there are various other considerations that come into play when looking at assets based on their geographic specificity.

In terms of the Fertiglobe, we have nothing -- there is no update to report. This is something that is periodically assessed by the management in conjunction with our auditors as well based on the prevailing circumstances and any updates that do arise on these files. At this time, our judgment and the -- our approach to those escrowed amounts continues to remain exactly the same as we had reported in the previous quarter. No further update. And very difficult to give you a timeline or an outlook because, as you can imagine, these are complex files that as we mentioned at the beginning when we signed the deal, it was part of the contractual complex that we agreed to that facilitated a robust valuation and a good deal. But at this time, I think it's difficult to assign a timeline to it.

In terms of the answer to your third question, I think I tried to cover that in our prepared remarks that the -- effectively, we acknowledge that we had announced up to $1 billion of distributions actually subject that earlier as we said sort of as we -- in an earlier EGM. But we also were clear that this is subject to various conditions, including the strategic review progress, progress in Clean Ammonia and the CapEx associated with it as well as all the deferred -- strategic deferred files. And the strategic review now also integrates into it the thinking around the merger and the thinking around the capital structure going forward as the Board determines it to be -- what the Board determines to be sufficient in the context of any potential strategic plans and these aforementioned strategic files. A lot of these files are in flux and could have a range of outcomes. So all that will be taken into consideration as we think about our capital structure. I hope that answers your question.

The next question goes to Angelina Glazova of JPMorgan.

I have 3 questions, of which 2, I think, are follow-ups. So first, on the sale of European Nitrogen business, to the extent that you can comment, in the release, you highlighted separately the production and distribution components of this business. So should we think that you might be considering of selling those separately or whether the plan is to sell them in one portion together? This is the first question.

The second question is on the cash flow, again for continuing operations. I think for the first half '25, you have highlighted some transaction restructuring costs and one-off costs that weighed on the cash flow generation for continuing operations. Is there any guidance or if you could help us quantify what kind of cash outflows related to the same things we could expect in the second half of this year? This would be helpful.

And then lastly, I have a follow-up regarding the potential combination with Orascom Construction. A part of that process, as you have mentioned, is an independent adviser providing fairness of opinion. And I was wondering if you could give us a bit more context on that from a regulatory perspective, what exactly this process will entail, whether as part of this process, the key question to be answered is the worth of OCI, RemainCo? Or is this more like the focus of this fairness opinion would be the relative value of OCI versus Orascom construction? That would be helpful if you can share any context.

Unfortunately, the audio was extremely difficult to make out, but I will do my best. I think I got 89% of what you asked. So I'll do my best to answer and we can follow up. In terms of the -- your question regarding the format of sale -- potential sale of the European Nitrogen business, we do have the strategic optionality to look at it in parts, not solely as a whole. And that strategic optionality allows us to maximize the outcome, and it's something that we would consider. Structurally, it is an available option.

In terms of your second question, I think it was regarding one-off cash flows. I think it's important to note that in the first half of the year, and we have mentioned that before, we had a very major turnaround -- a couple of major turnarounds at our European Nitrogen operations that took -- that were scheduled, that were preplanned, and that obviously had an impact. There was also various one-off costs associated with the restructuring of the organization as we downscaled the company to -- in conjunction with the disposal of assets. And in addition, obviously, various transaction costs and fees, whether banking or legal fees and what have you that also were required in order to facilitate the strategic review that were not necessarily timed in conjunction with the execution of the deal. So some of them will show up a bit later.

We do not have specific guidance on the total final quantum that these potential ad hoc one-off costs could culminate into. I think that's the reason for that is that's a little bit of a moving target, and it depends on how certain strategic files turn out. But it's a point taken that is something we will think about in terms of potential future guidance. In terms of your third question, I had a bit of a hard time making the question out, if you can maybe try to ask it again?

Maybe I can reread that. If my line is clear now. Can you hear me now?

That's much better. We can hear you much better now.

Apologies for that. So the essence of my question was if you can give us a bit more detail on the fairness of opinion from the regulatory process standpoint. And what I'm trying to understand is what is the key focus of that process? Will it be determining the worth of OCI, Remain company at the point in time when it approaches the merger? Or the key focus will be the relative value of OCI versus Orascom Construction?

I think it's really -- it's all aspects of the transaction are going to be evaluated by the advisers. Mind you, we are still in the structuring and discussion phase to try to chart the optimal pathway for this potential combination and looking at how that can be executed. But in this particular situation, obviously, relative economics are going to be important given that these are 2 listed companies as a sort of -- as a baseline.

The next question goes to Tom Beckmann of Jefferies.

A couple of questions remaining. On Page 10 of your presentation, you made reference earlier to no meaningful fiscal reserves. Can you just clarify if that meant cash reserves for future distributions or if that meant -- or if that was a reference to your balance sheet capital? And then on the offer structure -- the contemplated offer structure, you obviously said you are envisaging a share exchange. Can you can you maybe just say whether a potential cash alternative to minority shareholders of OCI is also on the table or if that's not on the table at all? And then lastly, with your Methanex stake, can you maybe give us your latest thought on potential monetization of that, given that your lockup is due to expire soon?

Can you hear me?

Yes, we can hear you.

Hello?

Hello, yes, we can hear you.

[Technical Difficulty]

Ladies and gentlemen, please stand by as we reconnect the speakers. Thanks for your patience, everyone. We are now back connected with the speakers.

Yes, can you hear me?

Confirming I can hear you.

Okay. We apologize for that, some technical difficulties. So in regards to your 3 questions, your first question regarding the fiscal reserve, this refers to the fiscal reserve that we had on our balance sheet upon arrival into our Dutch listing in 2013, which I think at its onset was north of $7 billion, which we consumed in the -- through the use of capital repayments to return capital to shareholders.

So that fiscal reserve that allows us to make distributions to shareholders using capital repayments is effectively now depleted, which means that the only avenues available for future distributions will be cash dividends effectively or buybacks. So that's basically the remaining avenues. We've just -- all we were saying that we've exhausted the accounting fiscal reserve that allows us to use this very tax-efficient avenue. Secondly, in terms of the -- your second question, I believe, was in relation to was in relation to -- can you hear me?

Tom, you could repeat your question, please?

Yes, sorry, we thought we lost the line. In terms of the second question about the potential cash alternatives, at this point, the Board continues to evaluate the contemplated transaction structure to -- and to evaluate based on this approach, what is the optimal path forward. And in regard to the third question on the Methanex stake, as we mentioned, we are now the second largest shareholder in the company. At this point, we have not -- we do not anticipate any major movement in that respect. Sorry, about the technical difficulties.

[Operator Instructions] While we wait for any other audio questions to come through, I will hand to Sarah for any written questions.

Thank you. So many of the questions on the webcast have actually been answered. There are a couple of outstanding questions, one of which is -- it was stated that the current proposed structure for the merger would not require a cash component. You also stated a primary listing on the ADX. Does that mean a secondary listing is planned on the European market?

At this time, it is not contemplated that a secondary listing would continue or be initiated in the European market and such -- should such a transaction proceed. And in response to the first question, the transaction as currently contemplated does not really require a cash component.

And then a question regarding the relative valuation and a question around what the basis of that valuation would be, for example, the NAV of both companies or whether it would involve any other metrics?

At this time, I cannot answer that, but I believe it is a usually for fairness opinions, multiple valuation methodologies are usually employed, but that is subject to the discretion of the financial advisers that are involved.

Then a follow-up question on the normalized mid-cycle EBITDA guidance, the $130 million to $150 million that was referenced earlier for continuing operations, is that inclusive of expected corporate overheads?

No. That number is for the perimeter of the European Nitrogen production and excludes any corporate overheads or going forward.

And then a final question. The strategic review announced in March is nearing its third year. After distribution since then, today's share price is roughly the 2023 starting level of adjusted dividend. How will you ensure that shareholders who entered from 2023 achieve a fair return while the review is completed?

Yes. I mean it's hard to answer that question without getting into a significant amount of detail. As far as we are concerned, we believe that the initiation of the strategic review was the correct thing to do at the time. In hindsight, if you look at all the valuations that were secured for the multiple exits that comprise $11.6 billion of gross proceeds, with the benefit of hindsight, we believe that these exits were actually significantly better than what we thought we were able to achieve at the time, both in terms of timing and in terms of our ability to secure cash at a time where we think our shareholders appreciated the -- having those cash distributions upstreamed in the way that we did.

And we've mentioned that since 2022, that's about $7 billion, almost tax-free distributions that were done, of which $5 billion were attributable to the strategic review and about $2.5 billion went to retiring debt went against almost debt-free today. We've set out to do our utmost in terms of achieving the best financial returns.

And we really look back not just at the strategic review period, but also at the history of the company as a listed company for the past 25, 26 years in terms of what we've been able to achieve totaling over $22 billion of financial distributions and which coincides with an IRR which of 39%, one that has been verified by our auditors as well. And I believe we hope that we can continue to create similar value in the future.

Moving on to the follow-up question from Angelina Glazova of JPMorgan.

One follow-up question. This is actually the continuation of the topic just now regarding shareholder returns. I was wondering, given what one could say is quite a disconnect, if you will, between the SOTP value of OCI and the current share price, is buyback something that you're considering at this point? And early in the year, as a result of AGM resolutions, there was an option that was mentioned for a buyback of up to 30%. So I was wondering if that's something you're considering now and whether if you were to consider this, there will be something extra required on top of that AGM resolution or in theory, you could just start the shares buyback?

In reference, these are actually annual resolutions that we've had since the inception of the company and we've always wanted to have the maximum available tools at our disposal at all times as we looked at capital repayments, cash dividends, buybacks. It was not meant to be and has never been otherwise would have been the case for all the past 15 years. It was never meant to be an indication of what was approved or planned.

As I mentioned earlier, at this juncture, all capital allocation plans are going to be reviewed in the context of the strategic -- the depending strategic files, the merger, the thinking around the capital allocation for the new platform. And I think the Board is going to evaluate all that in its entirety alongside the contemplated transaction structure. And then we'll communicate in due course to the market what the outcome of these discussions, negotiations and what the valuations will be.

Thank you. We have no further questions. I'll hand back to Sarah for any closing comments.

No, we have no further questions at this time. So thank you all for joining.

Thank you. This now concludes today's call. Thank you all for joining, and you may now disconnect your lines.