ORCO Germany S.A.: OG Bonds conversion approved by Bondholders and Warrantholders meetings

ORCO Germany S.A. / Key word(s): Bond

27.01.2012 / 18:26

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ORCO Germany S.A. (the 'Company') announces that the following meetings
were held on 27 January 2012 at the Company's registered office in
Luxembourg: (i) a general meeting of the holders of the EUR 100,100,052.00
bonds (the 'OG Bonds') issued by the Company and registered under ISIN
code: XS0302623953 (the 'Bondholders Meeting'), and (ii) a general meeting
of the holders of the warrants (the 'OG Warrants') issued by the Company
with the OG Bonds and registered under ISIN code: XS0302626899 (the
'Warrantholders Meeting').

The Bondholders Meeting was validly constituted with approximately 73% of
the total number of the OG Bonds outstanding present or represented at the
meeting, being the required quorum. The Bondholders Meeting resolved by
100% of the total votes present or represented at the meeting, being the
required majority, to amend and approve the terms and conditions of the
substitution of all OG Bonds by bonds convertible into shares ('Obligations
Convertibles en Actions', the 'OCA') to be issued by Orco Property Group
S.A. ('OPG'), (the 'OG Conversion'), and to take all steps and actions, to
enter into and perform all the transactions, documents, agreements
contemplated, needed or useful in connection with the OCA and the OG
Conversion.

The terms and conditions of the OCA as approved by the Bondholders Meeting
will be published on the Company's website. The Bondholders Meeting also
resolved by 100% of the total votes present or represented at the meeting,
being the required majority, to grant power to Augustin Capital Management
Ltd represented by Mr. Charles Bray, one of the representatives of the body
(masse) formed by the OG Bondholders, or any other duly empowered persons
to negoiate and execute all steps and actions to enter into and perform all
the transactions, documents, agreements contemplated, needed or useful in
connection with the OG Conversion.

The Warrantholders Meeting was validly constituted with approximately 76%
of the total number of the OG Warrants outstanding present or represented
at the meeting. The Warrantholders Meeting by approximately 97% of the
total votes present or represented at the meeting, being the required
majority, approved the amended terms of the OCA and the OG Conversion as
approved by the earlier Bondholders Meeting and resolved to take all steps
and actions, to enter into and perform all the transactions, documents,
agreements contemplated, needed or useful in connection with the OG
Conversion.

Note:

The above resolutions are subject to regulatory approvals.

For technical purposes of executing the OG Conversion on the clearing
systems, the OG Bonds will be blocked (and non tradeable) beginning one
business day before the OG Conversion until the completion of the OG
Conversion.


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:       +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  
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