DGAP-News: ORCO Germany S.A. / Key word(s): AGM/EGM
ORCO Germany S.A.: Extraordinary General Meeting of shareholders held
on 26 April 2012
27.04.2012 / 18:16
ORCO Germany S.A. - Extraordinary General Meeting of shareholders held on
26 April 2012
27 April 2012 - The extraordinary general meeting of shareholders of Orco
Germany S.A. (the ´Company´) was held at the registered offices of the
Company in Luxembourg on 26 April 2012 (the ´General Meeting´), with
approximately 88% of the voting rights present or represented.
The shareholders resolved on several items related to the planned
restructuring of up to 148,077 bonds issued by the Company on 24 May 2007,
registered under ISIN code XS0302623953 (the ´OG Bonds´).
The shareholders resolved to decrease the share capital of the Company from
its previous amount of EUR 60,964,166.25 to EUR 4,877,133.30 without
cancellation of shares, by decreasing the accounting par value of the
existing shares from EUR 1.25 to EUR 0.10 per share with allocation of the
reduction proceeds to a reserve.
The shareholders also approved in principle an increase of the share
capital from EUR 4,877,133.30 by up to EUR 18,136,104.90 through the
issuance of up to 181,361,049 new shares of the Company at an issue price
of EUR 0.712 per share against the contribution in kind to the Company of
OG Bonds. Said approval in principle is subject to the implementation of
the substitution of approximately 85% of the OG Bonds into convertible
bonds (obligations convertibles en actions) to be issued by Orco Property
Group S.A. (´OPG´) as a result of which OPG would have received OG Bonds
which will be contributed to the Company in relation to the capital
increase and the implementation of such capital increase was delegated to
the decision of the board of directors within the framework of the
Company´s authorized capital.
The shareholders also resolved to set the existing authorised share capital
to an amount of EUR 100,000,000 for a period of 5 years from the date of
the General Meeting.
Finally, the shareholders approved several technical resolutions to amend
the articles of associations of the Company in order to reflect the above
resolutions and to conform the articles with changes in Luxembourg law. A
consolidated version of the Company´s amended articles of association will
soon be available on the Company´s website: www.orcogermany.de.
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Company: ORCO Germany
42, rue de la
Grand Duchy of
Phone: +49 (0)30 390 93
Fax: +49 (0)30 390 93
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Düsseldorf,
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