DGAP-News: ORCO Germany S.A.: Notice of the Warrantholders Meeting to be held
(firmenpresse) - DGAP-News: ORCO Germany S.A. / Key word(s): Miscellaneous
ORCO Germany S.A.: Notice of the Warrantholders Meeting to be held
20.03.2012 / 12:17
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ORCO GERMANY S.A.: NOTICE OF THE WARRANTHOLDERS MEETING TO BE HELD
ON APRIL 5, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT
09:30 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 April 5, 2012 at 09:30 AM Central European
time ('CET') (the '2012 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 to substitute their 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'), 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;
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 Warrantholders' meeting held on 27 January 2012 has already
approved the OG Conversion. The effectiveness of such approval 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 holders of OG Bonds and OPG. As such, a new meeting of the
Warrantholders is being convened to re-confirm the OG Conversion without
this regulatory condition.
The 2012 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 2012 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
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 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 2012 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 2012 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 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 Warrants are registered in the local bank or
brokers records in the holder's name and shall be blocked until the close
of the 2012 Warrantholders Meeting.
The Warrantholders must bring a copy of the Warrantholders blocking
certificate to the 2012 Warrantholders Meeting.
The Warrantholders shall also announce their intention to participate at
the 2012 Warrantholders 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 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 2012
Warrantholders 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 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 2012
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') no
later than March 30, 2012, at the latest, in order to have that name
recorded on the registration list of the 2012 Warrantholders Meeting.
If a Warrantholder wishes to be represented by a proxy other than the
Chairman of the 2012 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') no later than March 30, 2012, at the latest, in
order to have that name recorded on the registration list of the 2012
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 no later than March 30, 2012, at
the latest, or by properly attending and voting in person at the 2012
Warrantholders Meeting.
Simply attending the 2012 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') no
later than March 30, 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, 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 OCAmajority 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 Exchange Date,
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 June2006 (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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