Paris, 6 December 2013 - Orco Property Group S.A. refers its shareholders to the press release “Orco Germany to challenge summary court order of 5 December 2013 unilaterally obtained by Orco Property Group shareholders Kingstown and Alchemy that sequesters shares issued to Tandis” issued by its subsidiary Orco Germany S.A. on 6 December 2013 that can be found at www.orcogermany.de and is set forth in its entirety below:
Orco Germany to challenge summary court order of 5 December 2013 unilaterally obtained by Orco Property Group shareholders Kingstown and Alchemy that sequesters shares issued to Tandis.
On 29 November 2013, the Orco Germany, S.A. (“Orco Germany”) board of directors resolved to implement a capital increase in one or several steps, against cash contributions of up to EUR 100,000,000 in equity.
Tandis, a.s., a company affiliated with Mr. Radovan Vitek, subscribed to 114,600,000 new Orco Germany shares at a price of EUR 0.47/share for a total contribution of EUR 53,862,000. This capital increase was executed on 4 December 2013.
On 5 December 2013 five shareholders of Orco Property Group, S.A. (“Orco Property Group”), the parent and largest shareholder of Orco Germany filed a request with the “Tribunal d’Arrondissement de et a Luxembourg” seeking to suspend the Orco Germany board of directors’ decision of 29 November 2013 and sequester the 114,600,000 Orco Germany shares issued to Tandis, a.s.
The five shareholders who filed the request are: Alchemy Special Opportunities Fund II LP of Guernsey (“Alchemy”), Kingstown Partners Master Ltd. of the Cayman Islands, Kingstown Partners II LP of Delaware, Ktown LP of Delaware, and Forum Funds Absolute Opportunity Fund of Delaware (collectively “Kingstown”), which together hold 23.47% of the capital of Orco Property Group. To the best of Orco Germany's knowledge, Kingstown and Alchemy are not shareholders of Orco Germany. Mr. Ian Cash of Alchemy and Mr. Guy Shanon of Kingstown are also directors of Orco Property Group.
Orco Germany was not informed of this request to the Tribunal and therefore could not file any reply documents or participate in the proceedings. Based solely on the documents filed by Kingstown and Alchemy, the Tribunal ordered that the 114,600,000 shares issued to Tandis, a.s. be sequestered.
Now that Orco Germany has been informed of this summary order unilaterally obtained by Kingstown and Alchemy and can participate in these proceedings, it will seek to overturn the order and take all legal actions available to it.
Orco Germany looks forward to achieving all of its business goals and to do so it needs equity. The Orco Germany board of directors regrets the actions of Orco Property Group’s shareholders Kingstown and Alchemy that significantly impair the ability of the company to act in its best corporate interest and the interest of its shareholders.
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