DGAP-News: ORCO Germany S.A.: Notice of the Bondholders Meeting to be held
(firmenpresse) - DGAP-News: ORCO Germany S.A. / Key word(s): Bond
ORCO Germany S.A.: Notice of the Bondholders Meeting to be held
20.03.2012 / 12:07
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ORCO GERMANY S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD
ON APRIL 5, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT
9:00 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 April 5, 2012 at 9:00 AM Central European time ('CET') (the '2012
Bondholders Meeting'), in order to consider and resolve on the following
agenda:
AGENDA
1. Approval of the terms and conditions of the substitution of all OG
Bonds by Obligations Convertibles en Actions (the 'OCA') to be issued
by Orco Property Group S.A. ('OPG'), a Luxembourg sociétéanonyme,
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. 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 27 January 2012 has already approved
the OG Conversion. The effectiveness of the OG Conversion decided at said
meeting was subject to the regulatory determination by the CSSF that a
takeover offer for OPG or OG would not be required. However, since that
time, this condition has been withdrawn as a result of the amendment to the
contractual documentation to be entered into between the Bondholders and
OPG. As such, a new meeting of the Bondholders is being convened to
re-confirm the OG Conversion without this regulatory condition.
The 2012 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 2012 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 fifteen
days interval at least and fifteen days before the meeting in the Mémorial
C, Recueil des Sociétés et Associations and in two Luxembourg newspapers.
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
2012 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 2012 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 2012 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 2012 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 2012 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 2012 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 March 30, 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 2012 Bondholders Meeting.
The Bondholders must bring a copy of the Bondholders blocking certificate
to the 2012 Bondholders Meeting.
The Bondholders shall also announce their intention to participate at the
2012 Bondholders Meeting by completing, signing, dating and returning on no
later than March 30, 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 2012
Bondholders Meeting by completing, signing, dating and returning on March
30, 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 2012 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') no
later than March 30, 2012, at the latest, in order to have that name
recorded on the registration list of the 2012 Bondholders Meeting.
If a Bondholder wishes to be represented by a proxy other than the Chairman
of the 2012 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') no later than March 30,
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 March 30, 2012, at the latest, or by
properly attending and voting in person at the 2012 Bondholders Meeting.
Simply attending the 2012 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') no
later than March 30, 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, Emmanuel Gérard
33 rue Gasperich Howald,
Hesperange L-2085, Luxembourg
Tel: +352 26 96 23 89, +352 26 96 62 445
lux.ostdomiciliees(at)bnpparibas.com
Luxembourg, March 20, 2012
The Board of directors of the Company
Annex A:
PROPOSED TERMS AND CONDITIONS OF THE OG CONVERSION
Subject to compliance with Luxembourg laws, the OG Bonds will be converted
for their total nominal amount and accrued interest (app. EUR 129.1
Million, consisting of the nominal value, premium and coupon interest as at
the maturity date) into OCA to be issued by OPG on 5 April 2012 (the
'Issue Date') which are convertible as follows:
- OCA in an aggregate nominal amount of EUR 79,129,387.26 are converted
into 19,250,010 newly issued ordinary shares of OPG (ISIN LU0122624777,
'OPG Shares') on or about 10 April 2012 (the 'Upfront Conversion');
- OCA in an aggregate nominal amount of around EUR 50,000,000 convertible
into shares of OG or OPG, as further detailed below:
- Each OCA will bear an interest per year of 0.01% and shall have a
maturity of 30 April 2012 or any subsequent date proposed by OPG
and agreed to by the holders of OCA at the relevant majority in a
meeting of holders of OCA (the 'Exchange Date');
- The holders of the OCA shall benefit from a lien on 55% of all
shares issued by OG (ISIN LU0251710041, 'OG Shares'), including
current OG Shares and the New OG Shares (as defined below)) held by
OPG as collateral in a separate securities account that will be
pledged to the holders of OCA pursuant to a Swiss law share pledge
agreement, for the conversion or repayment in cash of such OCA in
accordance with the provisions below;
- Up to the Exchange Date, the remaining OCA can be repaid, at the
option of OPG, in full but not in part, by OPG, in cash in
immediately available funds in an amount of EUR 337.66 per one OCA;
- On the Exchange Date, and provided they have not already been
repaid in cash, the remaining OCA shall be converted into shares as
follows :
- If and provided that the OPG Bond Conversion Condition (as
defined below) is met three business days prior to the Exchange
Date, the remaining OCA are converted into 54 OPG Shares per
one OCA;
- if and provided the OPG Bond Conversion Condition is not met
three business days prior to the Exchange Date such remaining
OCA will, as decided by the holders of OCA (at a 50% plus 1 OCA
majority of all the OCA outstanding), convert into either (i)
54 OPG Shares per one OCA or (ii) a number of OG Shares
equivalent to 55% of the fully diluted capital of OG post
equitization of the OG Bonds by OPG. In the event no cash
repayment is made by OPG, the election decision of the OCA
holders in this case will not be required by 26 April 2012 but
can be extended as necessary to allow for proper notice period,
quorum, and majority decision. No new OG Shares can be issued
during this time without 55% of those new shares also being
added to the pledged collateral. The pledge collateral shall
remain in full force and effect until completion of the
repayment of the remaining OCA.
- OPG will prior to maturity of the OCA (subject to Luxembourg laws
and the regulatory formalities, corporate decisions and notice
periods being complied with both at the level of OG and OPG)
convert the EUR 129,129,067.08 including the accrued coupons of OG
Bonds into additional OG Shares based on the volume weighted
average price of OG Shares on the Frankfurt stock exchange over a
period of 6 (six) months prior to 20 March, 2012 (the 'New OG
Shares').
For the purposes of the OG Conversion, the 'OPG Bond Conversion Condition'
is met if 3 business days before the Exchange Date, 65% of all OPG Bonds
(as defined below, in terms of nominal value) have been converted into a
combination of (i) OPG Shares at a value of EUR 6.40 (on the basis that up
to 64,062,500 new OPG shares may be issued in order to equitize 100% of EUR
410,000,000 of nominal of OPG Bonds, to be reduced proportionally in
accordance with the actual number of OPG bonds equitized) or at a higher
value and/or (ii) bonds issued by OPG with a coupon of 0.5% per annum with
a maturity in 2050, and such conversion has been approved by the Tribunal
de Commerce de Paris.
This time frame can be extended at the request of OPG if the negotiations
with the OPG Bondholders are well advanced as of 1st April 2012 and
provided that such extension is agreed by a decision of the holders of OCA
(taken in accordance with the quorum and majority provisions provided for
by law in a meeting of holders of OCA convened to extend the ExchangeDate,
i.e. the decision can only validly be taken if at least one half of the OCA
outstanding are present or represented at that meeting. If such proportion
of the total number of the OCA is not met, a second meeting shall be
convened and such second meeting shall validly deliberate regardless of the
proportion of the OCA present or represented. At both meetings, decisions
in order to be adopted must be approved by at least two third of the votes
cast). The OPG Bond Conversion Condition shall be met on the date when the
substitution of the relevant OPG Bonds into OPG Shares has been approved by
the relevant bondholders' meetings, warrantholders' meetings (as
appropriate) and shareholders' meeting of OPG and the Tribunal de Commerce
de Paris .
The total number of new OPG Shares issued as a result of the Upfront
Conversion shall be 19,250,010. Furthermore, an additional number of
7,996,158 OPG Shares may be issued on or around the Exchange Date subject
to and in accordance with the provisions described above.
The new OPG Shares issued as a result of the OG Conversion and the OPG
Conversion shall be referred to as the 'New OPG Shares'.
For the purposes of the OPG Bond Conversion Condition, the OPG Bonds means:
- EUR 50,272,605.30 bonds with subscription rights attached issued by OPG
on 18 November 2005 (the 'OPG Bonds 2010');
- CZK 300,000,000.00 bonds issued by OPG on 3 February 2006 (the 'OPG
Bonds 2011'). As of the date of this Term Sheet EUR 11,631,934 of
nominal OPG Bonds 2011 remain outstanding;
- EUR 24,169,193.39 bonds issued by OPG on 30 June 2005 (the 'OPG Bonds
2012');
- EUR 149,999,928.00 convertible bonds issued by OPG on 1 June 2006 (the
'OPG Bonds 2013');
- EUR 175,000,461.60 bonds with subscription rights attached issued by
OPG on 28 March 2007 (the 'OPG Bonds 2014').
(OPG Bonds 2010, 2011, 2012, 2013 and 2014 jointly as the 'OPG Bonds', and
the holders of the OPG Bonds as the 'OPG Bondholders').
End of Corporate News
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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(at)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
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