ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 29, 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
29, 2012
11.05.2012 / 17:49
---------------------------------------------------------------------
NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 29, 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 29, 2012 at 9:30 AM Central European time ('CET') (the 'Bondholders
Meeting'), in order to consider and resolve on the following agenda:
AGENDA
1. Decision to clarify the decision taken by the general meeting of the
Bondholders on 7 May 2012 related to the amendments to the terms and
conditions of the OG Bonds, and in particular to clarify that the
payment date of the interest on the OG Bonds that is due on 30 May
2012, shall be aligned to the new maturity of the OG Bonds, as follows:
A. to 31 December 2012, with immediate effect;
B. by exception to paragraph A above and provided that Orco Property Group
S.A., a Luxembourg société anonyme, having its registered office at 42,
rue de la Vallée, L-2661 Luxembourg and registered with the Luxembourg
Register of Commerce and Companies under number B 44.996 ('OPG')
decides to repay the Second Payment Amount under the OCA in cash in
immediately available funds, in such case the outstanding OG Bonds
shall immediately mature at the date of such repayment and be repayable
by OPG at a price of EUR 872.04 per one OG Bond, which sum shall be
deemed to include this amended interest payment;
C. to 30 May 2050 with effect as of the date of the issuance of the OG New
Notes Consideration.
2. Miscellaneous.
The terms 'OG New Notes Consideration', the 'Second Payment Amount' and the
'OCA' contained in the agenda are as such terms are defined in Annex A to
the minutes of the meeting of the Bondholders held on 7 May 2012 at 9:30 AM
CET.
* * * *
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 report on review of interim financial information of the
Company, to be presented 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 upon request to the financial
intermediaries or to the relevant central registration bank.
The report of the Company's board of directors, explaining the reasons for
the clarification on the payment date of the interest on the OG Bonds that
is due on 30 May 2012, to be presented 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.
Copies of the Prospectus and of the articles of association of the Company
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 24, 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 24,
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 24,
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 24, 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 24, 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 24, 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 24, 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, May 11, 2012
The Board of directors of the Company.
End of Corporate News
---------------------------------------------------------------------
11.05.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
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
---------------------------------------------------------------------
169559 11.05.2012
DGAP-News: ORCO Germany S.A. / Key word(s): Bond
ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY
29, 2012
11.05.2012 / 17:49
---------------------------------------------------------------------
NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 29, 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 29, 2012 at 9:30 AM Central European time ('CET') (the 'Bondholders
Meeting'), in order to consider and resolve on the following agenda:
AGENDA
1. Decision to clarify the decision taken by the general meeting of the
Bondholders on 7 May 2012 related to the amendments to the terms and
conditions of the OG Bonds, and in particular to clarify that the
payment date of the interest on the OG Bonds that is due on 30 May
2012, shall be aligned to the new maturity of the OG Bonds, as follows:
A. to 31 December 2012, with immediate effect;
B. by exception to paragraph A above and provided that Orco Property Group
S.A., a Luxembourg société anonyme, having its registered office at 42,
rue de la Vallée, L-2661 Luxembourg and registered with the Luxembourg
Register of Commerce and Companies under number B 44.996 ('OPG')
decides to repay the Second Payment Amount under the OCA in cash in
immediately available funds, in such case the outstanding OG Bonds
shall immediately mature at the date of such repayment and be repayable
by OPG at a price of EUR 872.04 per one OG Bond, which sum shall be
deemed to include this amended interest payment;
C. to 30 May 2050 with effect as of the date of the issuance of the OG New
Notes Consideration.
2. Miscellaneous.
The terms 'OG New Notes Consideration', the 'Second Payment Amount' and the
'OCA' contained in the agenda are as such terms are defined in Annex A to
the minutes of the meeting of the Bondholders held on 7 May 2012 at 9:30 AM
CET.
* * * *
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 report on review of interim financial information of the
Company, to be presented 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 upon request to the financial
intermediaries or to the relevant central registration bank.
The report of the Company's board of directors, explaining the reasons for
the clarification on the payment date of the interest on the OG Bonds that
is due on 30 May 2012, to be presented 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.
Copies of the Prospectus and of the articles of association of the Company
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 24, 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 24,
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 24,
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 24, 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 24, 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 24, 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 24, 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, May 11, 2012
The Board of directors of the Company.
End of Corporate News
---------------------------------------------------------------------
11.05.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
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
---------------------------------------------------------------------
169559 11.05.2012