OPG: ISIN FR0010249599 NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON APRIL 27, 2012

le
0

ORCO PROPERTY GROUP S.A.

42 rue de la Vallée

L-2661 Luxembourg

Luxembourg

R.C.S. Luxembourg B 44996

(the “Company” or “OPG”)

ORCO PROPERTY GROUP “2010 BONDS” - ISIN FR0010249599

NOTICE OF THE BONDHOLDERS MEETING

 TO BE HELD ON APRIL 27, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT 10:00 AM CET

_____________________________________________________________________

A general meeting of the holders of bonds (the “Bondholders”) registered under ISIN code: FR0010249599 as described in the Prospectus (as defined below) issued by the Company in relation to the issue on November 18, 2005 of € 50,272,605.30, 4.5 per cent bonds with redeemable share subscription warrants attached, represented by 73.273 bonds with a par value of € 686.10 (the “Bonds 2010”), for which the visa on the prospectus was delivered by the CSSF on November 14, 2005 (the “Prospectus”), will be held at 42, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on April 27, 2012 at 10:00 AM Central European time (“CET”) (the “Bondholders Meeting”), in order to consider and resolve on the following agenda:

AGENDA

1.      Decision to appoint, with immediate effect, a new représentant de la masse[1] and to determine its powers, including, but not limited to, the delegations of powers referred to in 3. and 4. hereafter.

2.      Approval of the terms and conditions of the exchange of up to 89.9 % of all Bonds 2010 for a consideration consisting in newly issued common shares (the “Shares”) of the Company (“OPG Conversion”), including but not limited to, discussion and approval of the terms and conditions of the OPG Conversion (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 OPG Conversion, after presentation to the Bondholders of (i) interim accounting situation of the Company, reviewed and certified by its auditor and (ii) a report established by the board of directors of the Company, explaining the reasons of the OPG Conversion;

3.      Delegation of power for implementation of the OPG Conversion to one of the représentant de la masse, including, but not limited to, the power and mandate to finalize the terms and conditions of the OPG Conversion and to negotiate and agree the final terms and conditions of the OPG Conversion, subject to any non-substantial changes to such terms and conditions of the OPG Conversion, as approved by the meeting, to negotiate, finalize and sign any document, (including, but not limited to, any contribution agreement or  subscription agreement) in connection with the OPG Conversion and the subscription of the Shares on behalf of the Bondholders and to redistribute the Shares to 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 OPG Conversion, including, but not limited to, informing the Commissaire à l'exécution du Plan of the Bondholders' approval of the OPG Conversion and the corresponding proposed modifications of OPG's Plan de sauvegarde, further to the official notification of such proposed modifications to be issued by the Greffe du Tribunal de commerce de Paris to the représentant de la masse pursuant to article R. 626-45 of the French Commercial Code, in the course of OPG's Plan de sauvegarde's modification procedure.

4.      Decision (a) to finally and definitively waive and withdraw the current lawsuits against the Company (including the tierce opposition as well as the appeals against the supervisory judge's orders regarding the requêtes en interprétation, it being specified, for the avoidance of doubt, that the Bondholders' representative shall be instructed to file "conclusions de désistement d'instance et d'action" in the course of such proceedings according to the French Civil Procedure Code as soon as all the conditions referred to in clause II. 6. (v) of Annex A of the present convening notice related to the proposed OPG Conversion shall have been met) and (b) not to further challenge the judgment dated 19 May 2010 adopting the Plan de Sauvegarde of the Company.

5.      Miscellaneous.  

Please refer to Annex A attached to the present notice and the Company’s website at www.orcogroup.com for further details pertaining to the proposed OPG Conversion.

*          *          *          *

Note: The Bondholders Meeting shall not validly deliberate on the agenda mentioned above, unless at least one half of the total number of the Bonds 2010 outstanding at the time of the Bondholders Meeting is represented.

If such proportion of the total number of the Bonds 2010 is not met, a second meeting may be convened, by means of notices published twice at fifteen days interval at least and fifteen days before the meeting in the Mémorial C, Recueil des Sociétés et Associations and in two Luxembourg newspapers. The second meeting shall validly deliberate regardless of the proportion of the Bonds 2010 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.orcogroup.com 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 are at the disposal of the Bondholders at the registered office of the Company upon request or downloaded from the Company’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, explaining the reasons of the OPG Conversion, to be presented to the Bondholders Meeting are at the disposal of the Bondholders at the registered office of the Company upon request or downloaded from the Company’s website at www.orcogroup.com or ultimately upon request to the financial intermediaries or to the relevant central registration bank.

The proposed terms and conditions of the OPG Conversion are at the disposal of the Bondholders at the registered office of the Company upon request or downloaded from the Company’s website at www.orcogroup.com 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 are available on the Company’s website at www.orcogroup.com 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 Bonds 2010 are on deposit, accordingly. They must further request their financial intermediary, with whom their Bonds 2010 are on deposit, to send a Bondholders blocking certificate (the “Bondholders blocking certificate”) for their Bonds 2010 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 Bonds 2010 being blocked, the date such Bonds 2010 are being blocked, which must be no later than April 23, 2012 and a statement that the relevant Bonds 2010 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 no later than April 23, 2012 at the latest to the relevant central registration bank or to the Company (ORCO PROPERTY GROUP 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.orcogroup.com  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 April 23, 2012, at the latest to the relevant central registration bank or to the Company (ORCO PROPERTY GROUP 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.orcogroup.com 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.orcogroup.com 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 (ORCO PROPERTY GORUP S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique) no later than April 23, 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.orcogroup.com  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 (ORCO PROPERTY GROUP S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique) no later than April 23, 2012, at the latest, in order to have that name recorded on the registration list of the 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 April 23, 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.orcogroup.com 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 (ORCO PROPERTY GROUP S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique) no later than April 23, 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 Bonds 2010 that are included in the Clearstream Banking or Euroclear Bank system and that are admitted to trading on the Euro MTF:

CACEIS Corporate Trust

Service assemblées

14 rue du Rouget de Lisle F-92889 Issy les Moulineaux

Fax : +33 1.49.08.05.82

Email: CT-Contact@caceis.com  

Luxembourg, April 11, 2012

The Board of Directors of the Company

Annex A: PROPOSED TERMS AND CONDITIONS OF THE OPG CONVERSION
The OPG Bonds:

The following bond issues (each a "Tranche"), all of which are subject to the terms and conditions of the plan de sauvegarde of the Company as approved by the Paris Commercial Court on 19 May 2010 (the "Plan de Sauvegarde"):

·            € 50,272,605.30 OBSAR 1 bonds issued by OPG on 18 November 2005 (ISIN - FR0010249599, “OPG Bonds 2010”);

·            CZK 300,000,000.00 Czech Bonds issued by OPG on 3 February 2006 (ISIN - CZ0000000195, “OPG Bonds 2011”). As of the date of this document, €11,631,934 of nominal OPG Bonds 2011 remain outstanding; 

·            € 149,999,928.00 Convertible Bonds  issued by OPG on 1 June 2006 (ISIN - FR0010333302 , “OPG Bonds 2013”);

·            € 175,000,461.60 OBSAR 2 bonds issued by OPG on 28 March 2007 (ISIN - XS0291838992 / XS0291840626, “OPG Bonds 2014”); and

·            € 24,169,193.39 Exchangeable Bonds in Suncani Hvar Shares issued by OPG on 30 June 2005(ISIN - XS0223586420, “OPG Bonds 2012”).

together, the “OPG Bonds” and holders thereof, “OPG Bondholders”.

The OPG Bonds are deemed to correspond to an aggregate amount of €548.5m (the "Claim") for the sole purpose of the Transaction and only if the Transaction is fully implemented. 

The OG Bonds

€ 100,100,052 five-year bonds issued by OG as per a prospectus dated 24 May 2007 (ISIN - XS0302623953, the "OG Bonds" and holders thereof, “OG Bondholders”). The OG Bonds correspond to a global amount of €129.1 million including accrued interests and reimbursement premium.

Overview of the Transaction:

The transaction proposed by an ad-hoc committee of OPG Bondholders representing approximately 1/3 of the nominal value of the OPG Bonds (the “Transaction”) contemplates a restructuring launched by the Company whereby the OPG Bonds would be exchanged for a consideration consisting of (i) newly issued common shares of the Company (the “Shares”) and (ii) new debt instruments.

In case of scenario 2 as described below, Transaction shall mean  a restructuring launched by the Company whereby :

-         the OPG Bonds would be exchanged for a consideration consisting of (i) newly issued common shares (the “Shares”) of the Company and (ii) new debt instruments (the "OPG Transaction"); and

-        the OG Bonds would be exchanged for a consideration consisting of (i) new bonds to be issued by OPG and convertible into shares of the Company, OG shares or cash (the “OCA”) and (ii) new debt instruments (the "OG Transaction").

I.  KEY ECONOMIC TERMS

The proposed Transaction shall consist in:

A.     Scenario 1 (transaction with OPG Bondholders only, in all cases       other than those set out under scenario 3 below) :

(i)                The mandatory exchange of 86.3% of the number of the OPG Bonds of each Tranche for new Shares to be issued upon a decision of the extraordinary general meeting ("EGM") of the shareholders of OPG (the "OPG Equity Consideration 1"),

it being specified that, subject to the conditions set out below, the mandatory exchange will not be carried out for any Tranche unless it is carried out for the OPG Bonds 2010, the OPG Bonds 2013 and the OPG Bonds 2014 Tranches, and 

(ii)              The exchange on a voluntary basis of the remaining OPG Bonds of each Tranche, the mandatory exchange of which as referred to in A.(i) above has been performed, against new bonds to be issued by OPG within the framework of a public exchange offer (the "New Notes Consideration 1"). Any outstanding OPG Bonds not exchanged on a voluntary basis shall retain the terms and conditions as per the Plan de Sauvegarde.

(iii)            The free allocation to each existing shareholder of OPG of one warrant per OPG share, that would each give right to the subscription of one new Share at a price of € 4.10, with a 3-month maturity.

(iv)            In this scenario, OPG shall not, and procures that OG shall not, offer to the OG Bondholders any consensual transaction that would provide economic terms and conditions more favorable for the OG Bondholders than those approved by the OG Bondholders' meeting on 5 April 2012.

B.     Scenario 2 (global transaction with both OPG Bondholders and OG Bondholders):

(i)                The mandatory exchange of:

a)      for the OPG Bonds, 89.9% of the number of the OPG Bonds of each Tranche for new Shares to be issued upon a decision of the EGM of the shareholders of OPG (the "OPG Equity Consideration 2"); it being specified that, subject to the conditions set out below, the mandatory exchange will not be carried out for any Tranche unless it is carried out for the OPG Bonds 2010, the OPG Bonds 2013 and the OPG Bonds 2014 Tranches, and 

b)      for the OG Bonds, 84.5% of the number of the OG Bonds for new bonds convertible into Shares (the "OCA") to be issued upon a decision of the board of directors of OPG (the "OG Equity Consideration");

(ii)              the exchange on a voluntary basis of :

a)      the remaining OPG Bonds of each Tranche, the mandatory exchange of which as referred to in B.(i)(a) above has been performed, against new bonds to be issued by OPG within the framework of a public exchange offer (the "New Notes Consideration 2"). Any outstanding OPG Bonds not exchanged on a voluntary basis shall retain the terms and conditions as per the Plan de Sauvegarde;

b)      the remaining OG Bonds, after the mandatory exchange as referred to in B.(i)(b) above has been performed, against new bonds to be issued by OPG within the framework of an exchange public offer (the "OG New Notes Consideration"). The terms and conditions of any outstanding OG Bonds not exchanged on a voluntary basis shall be amended to have their maturity postponed to 2050 and their interest rate lowered to 0.5% per annum, with effect immediately after the closing of the voluntary public exchange offer.

If an agreement on scenario 2 is reached with certain of the OG Bondholders no later than 17 April 2012, then scenario 2 shall prevail.

C.                Scenario 3 (transaction with OPG Bondholders only in case the OPG Bond Conversion Condition is fulfilled, as defined in the terms and conditions of the OCA approved by the OG Bondholders general meeting of April 5, 2012, it being agreed that under such scenario the OG Bondholders shall convert 100% of their claims under the OG Bonds into OPG equity instruments for no more than 27.2 million Shares and shall not receive any OG equity instruments nor any debt consideration):

(i)

Valeur associée
  Libellé Bourse Dernier Var. Vol.
Vous devez être membre pour ajouter des commentaires.
Devenez membre, ou connectez-vous.
Aucun commentaire n'est disponible pour l'instant