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.
End of Corporate News
---------------------------------------------------------------------
20.04.2012 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
---------------------------------------------------------------------
165778 20.04.2012
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.
End of Corporate News
---------------------------------------------------------------------
20.04.2012 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
---------------------------------------------------------------------
165778 20.04.2012