ORCO Germany S.A.: NOTICE OF THE WARRANTHOLDERS MEETING TO BE HELD ON MAY 7, 201
DGAP-News: ORCO Germany S.A. / Key word(s): Miscellaneous ORCO Germany S.A.: NOTICE OF THE WARRANTHOLDERS MEETING TO BE HELD ON MAY 7, 201
20.04.2012 / 08:19
NOTICE OF THE WARRANTHOLDERS MEETING TO BE HELD ON MAY 7, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT 10:00 AM CET
A general meeting of the holders of the warrants (the 'Warrantholders'), registered under ISIN code: XS0302626899 (the 'OG Warrants') as described under the Prospectus (as defined below) issued by the Company under the issue of the EUR 100.100.052,00 bonds registered under ISIN code: XS0302623953 (the 'OG Bonds') with redeemable OG Warrants attached 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 10:00 AM Central European time ('CET') (the 'Warrantholders Meeting'), in order to consider and resolve on the following agenda:
AGENDA 1. Approval of the terms and conditions of the proposal to the holders of all the OG Bonds (the 'Bondholders') to exchange 84.5% of their 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'), and approval of all steps and actions in connection with the OG Conversion, including but not limited to the entering into and performance of all the transactions, documents, agreements contemplated, needed or useful in connection with the OG Conversion;
2. Decision to amend and replace the decisions taken by the general meeting of the Warrantholders held on April 5, 2012, subject to the realization of the OPG Bonds Conversion Condition (as defined in Annex A hereto).
3. Decision to acknowledge and approve the amendments to the terms and conditions of the OG Bonds, in particular the amendment to the maturity of the OG Bonds and the decrease of 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.
4. 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 general meetings of the Bondholders and Warrantholders held on April 5, 2012 approved and confirmed the decision taken by previous meetings of the Bondholders and Warrantholders 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 meeting of the Bondholders 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 Warrantholders Meeting is convened to resolve on the modification regarding the substitution of OG Bonds against OCA, in the context of the Transaction.
The Warrantholders Meeting shall not validly deliberate on the agenda mentioned above, unless at least one half of the total number of the OG Warrants outstanding at the time of the Warrantholders Meeting is represented. If such proportion of the total number of the OG Warrants 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 Warrants represented. At both meetings, resolutions, in order to be adopted, must be carried by at least three quarters (3/4) of the votes cast by the Warrantholders present or represented. The Warrantholders participation form which is necessary to participate to the Warrantholders Meeting is at the disposal of the Warrantholders 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. Auditor's reports on review of interim financial information of the Company and of OPG, are at the disposal of the Warrantholders 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. A report of the Company's board of directors, as well as a report of the OPG's board of directors, explaining the reasons of the OG Conversion, are at the disposal of the Warrantholders 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 Warrantholders 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 Warrantholders whose ownership is directly or indirectly recorded in the warrant registry of the Company, the conditions for attendance or representation at the Warrantholders Meeting are as follows: 1. Conditions for personal attendance (i) Warrantholders whose ownership is indirectly recorded in the warrant registry of the Company Warrantholders whose ownership is indirectly recorded in the warrant registry of the Company and who elect to attend the Warrantholders Meeting in person must use their usual applicable contacting method for informing their financial intermediary, with whom their OG Warrants are on deposit, accordingly. They must further request their financial intermediary, with whom their OG Warrants are on deposit, to send a Warrantholders blocking certificate (the 'Warrantholders blocking certificate') for their OG Warrants to the relevant central registration bank no later than 5 business days prior to the Warrantholders Meeting. Such blocking certificate must indicate clearly the precise identity of the Warrantholder, the number of OG Warrants being blocked, the date such OG Warrants are being blocked, which must be no later than May 2, 2012 and a statement that the relevant OG Warrants are registered in the local bank or brokers records in the holder's name and shall be blocked until the close of the Warrantholders Meeting. The Warrantholders must bring a copy of the Warrantholders blocking certificate to the Warrantholders Meeting. The Warrantholders shall also announce their intention to participate at the Warrantholders 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 Warrantholders 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) Warrantholders whose ownership is directly recorded in the warrant registry of the Company Warrantholders whose ownership is directly recorded in the warrant registry of the Company, shall announce their intention to participate to the Warrantholders 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 Warrantholders 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) Warrantholders whose ownership is indirectly recorded in the warrant registry of the Company Warrantholders whose ownership is indirectly recorded in the warrant registry of the Company and who are unable to attend the Warrantholders Meeting in person, may give a voting instruction to a third party that the Warrantholder designates. Prior to giving voting instructions to a proxy, this Warrantholder must a) have obtained and delivered to the relevant central registration bank the Warrantholders blocking certificate described above (see 'Conditions for personal attendance'), and b) complete, sign and date the Warrantholders 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 Warrantholders 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 Warrantholders Meeting. If a Warrantholder wishes to be represented by a proxy other than the Chairman of the Warrantholders Meeting, then this holder must (a) have obtained and delivered to the relevant central registration bank the Warrantholders blocking certificate described above (see 'Conditions for personal attendance'), and (b) complete, sign and date the Warrantholders 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 Warrantholders 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 Warrantholders Meeting. Warrantholders who have obtained the Warrantholders blocking certificate and have executed a Warrantholders 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 on May 2, 2012, at the latest, or by properly attending and voting in person at the Warrantholders Meeting. Simply attending the Warrantholders Meeting without voting will not revoke the proxy.
(ii) Warrantholders whose ownership is directly recorded in the warrant registry of the Company. Warrantholders whose ownership is directly recorded in the warrant registry of the Company must complete, sign and date the Warrantholders 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 Warrantholders 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 Warrantholders 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 Warrants 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. 42, rue de la Vallée L-2661 Luxembourg 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
165778 20.04.2012
ISIN LU0251710041
AXC0031 2012-04-20/08:20
