Hello everyone and welcome to the OCI Global H1 2025 results call. My name is Nadia and I'll be coordinating the call today. If you would like to ask a question at the end of the presentation, please press star followed by one on your telephone keypad. If you have joined via the webcast, please click on the Q&A box to submit your questions. 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 it 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 three, 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 wider team across all of our sites. Before providing further remarks on the state 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 five, 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 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 non-cash 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 the segment during the first half of this year was impacted by a 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 a 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 anti-dumping 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 right-sizing our cost base to better serve the continuing business platform.
Turning to slide six, 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 a billion-dollar 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 handover 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 eight, 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 debts, 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 research 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 nine, 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 repayments 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 $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 net 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 board 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 considerations 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 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 the board 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 interests, 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 advisors to evaluate the potential transaction, including the provision of fairness opinions. For this purpose, the independent directors have appointed Rothschild as financial advisor and De Brauw Blackstone Westbroek as legal counsel. Finally, while 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 and 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 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 two 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 OCI or Orascom Construction would be the acquiring ADGM-incorporated and ADX primary listed entity, which is the Abu Dhabi Securities Exchange.
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 advisors.
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.
With that, we conclude our prepared remarks and would like to open the floor for questions. Thank you.
Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If you would like to remove your question, please press star followed by two. If you have joined via the webcast, please click on the Q&A box to submit your questions. Our first question goes to Christian Faitz of Kepler Cheuvreux. Christian, please go ahead.
Yes, thanks for taking my question. 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-$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? Thanks very much.
Yeah, yeah. Thanks for the questions. In terms of what remains of future cash flows, it's a combination of components. We continue to own the OCI Nitrogen 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 New Ammonia receivable that 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 hold-co costs, which takes me to your second question. I think the number in terms of future hold-co cost run rate, I think, is going to evolve subject to how we redefine the business. But at the current time, I would say that number has been reduced to a run rate of circa $20 million-$25 million.
Okay, thanks very much. And the timing of the proposed transaction?
In terms of the timing, we're still in early stages of discussion and onboarding advisors 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 timeline that we can share.
Okay, thanks. Thanks very much.
The next question goes to Stijn Demeester of ING. Stijn, please go ahead.
Yes, good afternoon. Thanks for taking my question. 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.
Yeah, it's hard to answer that question at this time because these two situations 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 timeframe 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 advisors and negotiations need to be completed, it's difficult to give you an exact answer on the interplay.
I think stepping back is going to be more of a 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 impact 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 it to make sense. Should it be the path 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 that 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.
Yeah, 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 an evaluation of remaining go 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, the $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 2025 or early 2026 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 midst 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-$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, 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 our approach to those escrowed amounts continues to remain exactly the same as we had reported 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 effectively we acknowledge that we had announced up to $1 billion of distributions, actually subject to that earlier as we said sort of in an earlier EGM.
But we also were clear that this is subject to various conditions, including the strategic review progress and clean ammonia and the CapEx associated with it, as well as all the 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.
Yes, thank you. I'll put myself back into the chat.
The next question goes to Angelina Glazova of J.P. Morgan. Angelina, please go ahead.
Hello, and thank you very much for taking my questions. I have three questions, of which two 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 the thing that you might be considering of selling those separately or rather it matters to sell them in one portion together? Now, this is the first question. The second question is on the cash flow, again, for continuing operations. I think for the first half 2025, you have highlighted some transaction restructuring costs and one-off costs that weigh 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 will 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 advisor providing a fairness 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 remaining part, or is this more 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. I'll do my best to answer, and we can follow up. In terms of your question regarding the format of 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 had mentioned that before, we had a very major turnaround, a couple of major turnarounds at our European nitrogen operations that were scheduled, that were pre-planned, 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 in conjunction with the disposal of assets. 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 deals. So some of them 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 a reason for that is that it's a little bit of a moving target, and it depends on how certain strategic deals 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.
Can you hear me better? If my line is clear now, can you hear me now?
Yes, we can hear you much better now.
Yeah, we can hear you much better. Apologies for that. So the essence of my question was if you can give us a bit more detail on the fairness 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 main 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 all aspects of the transaction are going to be evaluated by the advisors. 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 two listed companies as a sort of a baseline.
Thank you.
The next question goes to Tom Beckmann of Jefferies. Tom, please go ahead.
Hi, good afternoon. 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 was a reference to your balance sheet capital? And then on the offer structure, the comprehensive offer structure, you obviously said you were envisaging a share exchange. 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? Hello?
Yes, we can hear you.
[Audio Distortion].
Hello, yes, we can hear you.
Oh, sorry. I mean, a second [Audio Distortion].
Ladies and gentlemen, please stand by as we reconnect the speakers. Thank you for your patience. Thank you for your patience, everyone. We are now back connected with the speakers.
Yeah. Can you hear me?
Confirming I can hear you.
Okay. We apologize for that, some technical difficulties. So in regards to your three questions, your first question regarding the fiscal reserve, this refers to the fiscal reserve that we had on our balance sheet upon arrival into a Dutch listing in 2013, which I think at its onset was north of $7 billion, which we consumed through the use of capital repayments and return capital to shareholders. So that fiscal reserve that allowed 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 exhausted all the things that we've exhausted the accounting fiscal reserve that allowed us to use this very tax-efficient avenue. Secondly, in terms of your second question, I believe was in relation to can you hear me?
Tom, if you could repeat your question, please.
Yeah, sorry. We thought we lost the line. In terms of the second question about the potential cash alternative, at this point, the board continues to evaluate the contemplated transaction structure and to evaluate, based on this approach, what is the optimal path forward, and in regards 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 on that respect. Sorry about the technical difficulties.
Thank you.
Great. Thank you. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. If you have joined via the webcast, please click on the Q&A chat box to submit your questions. 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 a European market?
At this time, it is not contemplated that a secondary listing would continue or be initiated in the European market should such a transaction proceed, and in response to the first question, the transaction as currently contemplated does not really require a cash component.
Thank you. 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 usually for fairness opinions, multiple valuation methodologies are usually employed, but that is subject to the discretion of the financial advisors that are involved.
Then a follow-up question on the normalized mid-cycle EBITDA guidance, the $130 million-$150 million that was referenced earlier for continuing operations. Is that inclusive of expected corporate overhead?
No. That number is for the perimeter of the European nitrogen production, and it includes any corporate overheads going forward.
And then a final question. The strategic review announced in March is nearing its third year. After the distribution since then, today's share price is roughly the 2023 starting level of dropped dividend. How will you ensure that shareholders who entered from 2023 achieve a fair return while the review is completed?
Yeah. 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 the $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 having those cash distributions upstream in the way that we did.
We 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, rendering us almost debt-free today. We've set out to do our utmost in terms of achieving the best financial returns. We really look back not just at this 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, which coincides with an IRR of 39%, one that has been verified by our auditors as well. I believe we hope that we can continue to create similar value in the future.
Great. Thank you. Moving on to the follow-up question from Angelina Glazova of J.P. Morgan. Angelina, please go ahead.
Thank you very much for taking my 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 earlier 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 would be something extra required on top of that AGM resolution, or in theory, you could just start the shares buyback. Thank you.
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, it 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 pending strategic files, the merger, the thinking around 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.
We'll communicate in due course to the markets what the outcome of these discussions, negotiations, and board evaluations will be.
Thank you very much.
Thank you. We have no further questions. I'll hand back 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 the call.
Thank you.
Thank you all for joining, and you may now disconnect your lines.