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ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 2012 (deutsch)

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

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NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 7, 2012

AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT 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 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 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'), 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.: [phone]

Fax.: [phone]

(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: [phone]

[e-mail]

Luxembourg, April 20, 2012

The Board of directors of the Company

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: [phone]

Fax: [phone]

E-mail: [e-mail]

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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165774 20.04.2012