DGAP-News: ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 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
7, 2012

20.04.2012 / 08:04

———————————————————————

NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 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 7, 2012 at 9:30 AM Central European time (–CET–) (the –Bondholders
Meeting–), in order to consider and resolve on the following agenda:
AGENDA

1. Approval of the terms and conditions of the exchange of 84.5% of the 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 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. Decision to amend and replace the decisions taken by the general meeting
of the Bondholders held on April 5, 2012, subject to the realization of the
OPG Bonds Conversion Condition (as defined in Annex A hereto).

4. Decision to amend the terms and conditions of the OG Bonds, in
particular to amend the maturity of the OG Bonds and to decrease 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.

5. 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 April 5, 2012 approved and confirmed
the decision taken by a previous meeting of the Bondholders 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
Bondholders– meeting 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 Bondholders
Meeting is convened to resolve on the modification regarding the
substitution of OG Bonds against OCA, in the context of the Transaction.

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 reports on review of interim financial information of the
Company and of OPG, to be presented to the 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 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 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 2, 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 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 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 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 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 2, 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 2, 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 2, 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 2, 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, 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.
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@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
———————————————————————
165774 20.04.2012

  2012, orco-germany-s-a-notice-of-the-bondholders-meeting-to-be-held-on-may-7