ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 2012
DGAP-News: ORCO Germany S.A. / Key word(s): Bond ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 2012
20.04.2012 / 08:04
NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT 9:30 AM CET
A general meeting of the holders of the EUR 100.100.052,00 bonds (the 'Bondholders'), registered under ISIN code: XS0302623953 (the 'OG Bonds') as described under the Prospectus (as defined below) issued by the Company with redeemable warrants attached under ISIN code: XS0302626899 on May 24, 2007 pursuant to a prospectus approved by the Commission de Surveillance du Secteur Financier (the 'CSSF') on May 24, 2007 (the 'Prospectus'), will be held at 42, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on May 7, 2012 at 9:30 AM Central European time ('CET') (the 'Bondholders Meeting'), in order to consider and resolve on the following agenda: AGENDA
1. Approval of the terms and conditions of the exchange of 84.5% of the OG Bonds (subject to rounding adjustment as described in Annex A hereto) for their total nominal amount, accrued interest and reimbursement premium (representing app. EUR 109.1 Million) into Obligations Convertibles en Actions (the 'OCA') to be issued by Orco Property Group S.A. ('OPG'), a Luxembourg société anonyme, having its registered office at 42, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies (the 'RCS') under number B 44996 ('OG Conversion'), including but not limited to, discussion and approval of the terms and conditions of the OCA (as such terms may be amended), approval of all steps and actions, and entering into and performance of all the transactions, documents, agreements contemplated, needed or useful in connection with the OG Conversion, after presentation to the Bondholders of (i) interim accounting situations of the Company and of OPG, reviewed and certified by their respective auditors and (ii) reports established by the boards of directors of OG and OPG, explaining the reasons of the OG Conversion;
2. Delegation of power for implementation of the OG Conversion to one of the représentant de la masse, Augustin Capital Management Ltd represented by Mr. Charles Bray (or any other duly empowered person), including, but not limited to, the power and mandate to finalize the terms and conditions of the OCA and to negotiate and agree the final terms and conditions of the OCA, subject to any non-substantial changes to such terms and conditions of the OCA, as approved by the meeting, to negotiate, finalize and sign the contribution and subscription agreement of the OCA, to receive the OCA on behalf of the OG Bondholders and to redistribute the OCA to the Bondholders and/or to their representative under the terms and conditions of the OCA, to negotiate, finalize and sign a share pledge agreement with OPG on behalf and for the account of the Bondholders, and power to perform and execute all steps and actions, and entering into and performance of all the transactions, documents, agreements contemplated, needed or useful in connection with the OG Conversion and approval of the terms and conditions of the mandate given to Augustin Capital Management Ltd.
3. Decision to amend and replace the decisions taken by the general meeting of the Bondholders held on April 5, 2012, subject to the realization of the OPG Bonds Conversion Condition (as defined in Annex A hereto).
4. Decision to amend the terms and conditions of the OG Bonds, in particular to amend the maturity of the OG Bonds and to decrease the current interest rate of the OG Bonds to 0.5 % per annum. Proposed amendments to the terms and conditions of the OG Bonds are described in Annex B of the present notice.
5. Miscellaneous. Please refer to Annex A attached to the present notice and the Company's website at www.orcogermany.de for further details pertaining to the proposed OG Conversion.
* * * *
Note: The Bondholders' meeting held on April 5, 2012 approved and confirmed the decision taken by a previous meeting of the Bondholders held on January 27, 2012 to approve the substitution of all the OG Bonds (for ca. their total nominal value, premium and coupon interest as at the maturity) into convertible bonds (obligations convertibles) to be issued by OPG and convertible into OPG shares, OG shares or cash, in compliance with the provisions of article 94-2 of the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time. However, during the Bondholders' meeting held on April 5, 2012, the Bondholders present at such meeting, resolved to slightly amend the terms and conditions of the convertible bonds to be issued by OPG in exchange of OG Bonds and therefore, the realisation of such substitution of the OG Bonds against convertible bonds was still subject to the approval by the board of directors of OPG of the amended terms and conditions of the convertible bonds, such approval being not yet granted at the date of the present notice. Accordingly, implementation of the conversion of the OG Bonds into convertible bonds is for the moment suspended. In the meantime, it is explained that (i) an ad-hoc committee of holders of bonds issued by OPG (representing approximately 1/3 of the nominal value of the bonds issued by OPG) and (ii) approximately 60.7% of the Bondholders reached an agreement on April 17, 2012 on a proposed global restructuring of the bond debt of the Company and OPG, in the terms and conditions described in Annex A (the 'Transaction'). Therefore, this Bondholders Meeting is convened to resolve on the modification regarding the substitution of OG Bonds against OCA, in the context of the Transaction.
The Bondholders Meeting shall not validly deliberate on the agenda mentioned above, unless at least one half of the total number of the OG Bonds outstanding at the time of the Bondholders Meeting is represented. If such proportion of the total number of the OG Bonds is not met, a second meeting may be convened, by means of notices published twice at eight days interval at least and eight days before the meeting in the Mémorial C, Recueil des Sociétés et Associations and in a Luxembourg newspaper. The second meeting shall validly deliberate regardless of the proportion of the OG Bonds represented. At both meetings, resolutions, in order to be adopted, must be carried by at least two thirds (2/3) of the votes cast by the Bondholders present or represented. The Bondholders participation form which is necessary to participate to the Bondholders Meeting is at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank. The auditor's reports on review of interim financial information of the Company and of OPG, to be presented to the Bondholders Meeting are at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de (OPG's board of directors report also on OPG's website at www.orcogroup.com) or ultimately upon request to the financial intermediaries or to the relevant central registration bank. The report of the Company's board of directors, as well as the report of the OPG's board of directors, explaining the reasons of the OG Conversion, to be presented to the Bondholders Meeting are at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank. The proposed terms and conditions of the OCA are at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank. The proposed terms and conditions of the mandate given to Augustin Capital Management Ltd are at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank. Copies of the Prospectus, the articles of association of the Company and the proposed terms and conditions of the OG Conversion are available on the Company's website at www.orcogermany.de and at the registered office of the Company upon request. The board of directors of the Company would like to point out that for Bondholders whose ownership is directly or indirectly recorded in the Bond registry of the Company, the conditions for attendance or representation at the Bondholders Meeting are as follows:
1. Conditions for personal attendance (i) Bondholders whose ownership is indirectly recorded in the bond registry of the Company Bondholders whose ownership is indirectly recorded in the bond registry of the Company and who elect to attend the Bondholders Meeting in person must use their usual applicable contacting method for informing their financial intermediary, with whom their OG Bonds are on deposit, accordingly. They must further request their financial intermediary, with whom their OG Bonds are on deposit, to send a Bondholders blocking certificate (the 'Bondholders blocking certificate') for their OG Bonds to the relevant central registration bank no later than 5 business days prior to the Bondholders Meeting. Such blocking certificate must indicate clearly the precise identity of the Bondholder, the number of OG Bonds being blocked, the date such OG Bonds are being blocked, which must be no later than May 2, 2012 and a statement that the relevant OG Bonds are registered in the local bank or brokers records in the holder's name and shall be blocked until the close of the Bondholders Meeting. The Bondholders must bring a copy of the Bondholders blocking certificate to the Bondholders Meeting. The Bondholders shall also announce their intention to participate at the Bondholders Meeting by completing, signing, dating and returning on May 2, 2012 at the latest to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique'), the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank.
(ii) Bondholders whose ownership is directly recorded in the bond registry of the Company Bondholders whose ownership is directly recorded in the bond registry of the Company, shall announce their intention to participate to the Bondholders Meeting by completing, signing, dating and returning on May 2, 2012, at the latest to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank.
2. Conditions for proxy voting or granting a mandate (i) Bondholders whose ownership is indirectly recorded in the bond registry of the Company Bondholders whose ownership is indirectly recorded in the bond registry of the Company and who are unable to attend the Bondholders Meeting in person, may give a voting instruction to a third party that the Bondholder designates. Prior to giving voting instructions to a proxy, this Bondholder must a) have obtained and delivered to the relevant central registration bank the Bondholders blocking certificate described above (see 'Conditions for personal attendance'), and b) complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank, indicating the name of the proxy. The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 2, 2012, at the latest, in order to have that name recorded on the registration list of the Bondholders Meeting. If a Bondholder wishes to be represented by a proxy other than the Chairman of the Bondholders Meeting, then this holder must (a) have obtained and delivered to the relevant central registration bank the Bondholders blocking certificate described above (see 'Conditions for personal attendance'), and (b) complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank, indicating the name of the proxy. The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 2, 2012, at the latest, in order to have that name recorded on the registration list of the 2012 Bondholders Meeting. Bondholders who have obtained the Bondholders blocking certificate and have executed a Bondholders participation form but who wish to revoke such proxy may do so at any time by timely delivering a properly executed, later dated participation form no later than May 2, 2012, at the latest, or by properly attending and voting in person at the Bondholders Meeting. Simply attending the Bondholders Meeting without voting will not revoke the proxy.
(ii) Bondholders whose ownership is directly recorded in the bond registry of the Company. Bondholders whose ownership is directly recorded in the bond registry of the Company must complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank. The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 2, 2012, at the latest.
3. Request for information and central registration banks Bondholders looking for more information can do so by: (i) contacting the Company's services directly: * At the registered office of the Company- Legal Department Tel.: +352 26 47 67 1 Fax.: +352 26 47 67 67
(ii) contacting one of the central registration banks : * For OG Bonds that are included in the Clearstream Banking or Euroclear Bank system and that are admitted to trading on the Euro MTF: BNP Paribas Security Services - Lucie Maiore, Rudolf Voigtlander 33 rue Gasperich Howald, Hesperange L-2085, Luxembourg Tel: +352 26 96 23 89, +352 26 96 62 445 lux.ostdomiciliees@bnpparibas.com
Luxembourg, April 20, 2012
The Board of directors of the Company
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Language: English Company: ORCO Germany S.A. 40, Parc d'Activités Capellen 8308 Capellen Grand Duchy of Luxembourg Phone: +49 (0)30 390 93 116 Fax: +49 (0)30 390 93 199 E-mail: patricia.jaenisch@orco-gsg.de Internet: www.orcogermany.de ISIN: LU0251710041 WKN: A0JL4D Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Düsseldorf, Stuttgart
End of News DGAP News-Service
165774 20.04.2012
ISIN LU0251710041
AXC0026 2012-04-20/08:04
