OCI-Orascom merger clears one legal hurdle, but another petition remains

One hurdle down, another one to go for OCI’s merger with ADX-listed Orascom Construction: The Enterprise Chamber of the Amsterdam Court of Appeal has thrown out a petition from Dutch retail investor association VEB and shareholder Smits that sought an inquiry into OCI Global, Amsterdam-listed OCI Global said in a statement (pdf) earlier this month. The ruling removes one legal obstacle ahead of OCI’s shareholder vote on 30 October, though it doesn’t touch a separate petition Dutch investment company Value8 filed with the same court last month.

ICYMI- Egyptian bn’aire Nassef Sawiris controls both fertilizers producer OCI and ADX- and EGX-listed Orascom Construction (Oras), and wants to fold them together into an Abu Dhabi-based infrastructure platform. Oras holders have already approved the merger, in which OCI holders would get 0.4634 ORAS shares for every OCI share. But the merger hit a wall over Sawiris’ position on both sides of the transaction, and the Dutch court appointed independent directors to settle the conflict of interest. The Dutch court was also concerned that OCI’s minority shareholders would be left holding Abu Dhabi-listed shares that most Dutch brokers can’t trade, with no option to cash out. That’s where NNS Holding came in. The Cyprus-incorporated arm of Sawiris’ family office is offering EUR 4.10 in cash for every OCI share, giving investors an alternative to the merger. But the merger can’t be completed until NNS has made the offer, declared it unconditional, and settled it — a condition the court-appointed directors attached at a shareholders’ meeting (pdf) in July. The deadline to accept the offer is 17 November, and NNS can extend it once by up to 10 weeks.

Late to the party?

Oman’s equivalent of the ADGM and DIFC is coming online soon. The International Financial Centre of Oman (IFC Oman) will start registering companies by end-2026 and open full licensing in 2027, board chair Mahmood Al Aweini said, pushing back the initial goal of full operational launch this year. Still missing is some legal infrastructure: laws on licensing, executive regulations, and dispute resolution systems, are still due.

That hasn’t stopped the marketing push, and it points east. IFC Oman has courted investors at Hong Kong’s Belt and Road Summit, a showcase for Chinese capital, and at Astana Finance Days, run by Central Asia’s own common-law hub. Next up is global finance houses at the IMF-World Bank meetings in Bangkok.

The tax terms look competitive, at least on paper. The founding decree offers incentives for up to 50 years, exempting income from eligible activities, as well as for IFC-linked earnings, including for non-Omanis, according to a note by KPMG. That would spare them Oman’s 5% personal income tax, due in 2028, but the eligible activities and conditions still await executive regulations, KPMG notes.

Established rivals had a busy 2026 despite the volatility: ADGM ended 1H 2026 with nearly 14k active licences and assets under management (AUM) up 54% y-o-y, while the DIFC counted 10k active companies — both growing through the US-Iran war. Istanbul, whose financial centre opened in 2023, also extended its headline tax break as part of a wider incentives package expanding eligible sectors earlier this year.

The settlement that wasn’t

Mubadala sees UAE-UK investments as separate from Man City saga: It’s good news for UAE-UK investment ties as a Mubadala Investment Company exec says the recent ruling against Manchester City won’t hamper investments bound for the UK, Bloomberg reports, citing Deputy Group CEO Waleed Al Muhairi. The football club, which is owned by one of Abu Dhabi’s most senior royals, has filed an appeal against the verdict.

IN CONTEXT- Some feared the case would put pressure on UAE-UK ties that have been improving following a strained period in the wake of the Telegraph saga. The Emirates has been vocal about its desire for a specific UAE-UK trade agreement that’s separate from the GCC’s. The two countries also agreed in April on a new cooperation framework spanning defense, trade and investment, AI, and energy transition.

Mubadala already has significant investments to protect in the UK, having bought into the UK-Ireland power link this summer, backed the take-private of the UK’s Intertek, and committed fresh funds to UK telco CityFibre, to name a few.

Could the entire situation have been averted? Abu Dhabi-backed Manchester City held early-stage settlement talks with the Premier League before it was found guilty of breaching financial rules, but talks quickly broke down as the club insisted on its innocence, Bloomberg reports, citing people in the know. Given the scale of the case, a settlement likely would have reduced the penalties rather than eliminated them.

ICYMI- A Premier League-appointed commission ruled late last month that the club had inflated its revenue with disguised funding from Abu Dhabi to get around financial rules. City faces a points deduction, a heavy fine, or expulsion from the league. It has appealed, and a verdict is due by early February.

Barrels for roads

Iraq is working on paying Turkish contractors in oil for the USD 17 bn Development Road. Baghdad’sTransport Ministry said it’s setting up an oil-backed fund with Turkey that would pay Turkish companies to build the corridor in exchange for crude, INA reports. The project is still in design, with work planned in three phases running to 2050. Of the USD 17 bn, USD 6.5 bn goes to the highway and USD 10.5 bn to an electric railway, with the phases targeting 2028, 2033, and 2050, AGBI reported.

A World Bank loan covers the first phase: It upgrades existing rail lines from Baghdad to Basra and Umm Qasr in the south and to Mosul in the north, with connections to Al-Faw Port and the Turkish border at Fishkhabur. The bank approved USD 930 mn to modernize more than 1k km of the network.