Q & A

Frequently Asked Questions concerning the upcoming OPG and OG bondholders meetings

1. When and where will the general assemblies of the OPG bondholders take place?
  • 2010 bonds (ISIN FR0010249599): 27 April 2012 at 10:00 am CET in Luxembourg
  • 2011 bonds (ISIN CZ0000000195): 30 April 2012 at 4:00 pm CET in Prague
  • 2012 bonds (ISIN XS0223586420): 27 April 2012 at 10:30 am CET in Luxembourg
  • 2013 bonds (ISIN FR0010333302): 27 April 2012 at 9:30 am CET in Luxembourg
  • 2014 bonds (ISIN XS0291838992 / XS0291840626): 27 April 2012 at 9:00 am CET in Luxembourg

2. How can I vote? What needs to be noted for the voting procedure?
For all bonds other than the 2011 bonds:
  • Bondholders can vote by physically attending the meeting in person or by appointing a proxy.
  • The Attendance and Proxy forms for each bond tranche can be found at the following link: www.orcogroup.com/investors/bondholders/general-bondholders-meetings
  • Physical attendance:  The venues of the general meetings can be found in the respective convening  notices at the above link.
  • The Attendance and Proxy form should be accompanied by a blocking certificate. The blocking certificate is ultimately issued by the clearing systems, Euroclear/Clearstream. If a bondholder does not directly have an account with Euroclear/Clearstream, the blocking certificate can be obtained from the custodian financial intermediary (usually a bank) that holds an account with Euroclear/Clearstream.
  • Electronic instructions and blocking through the clearing systems:  Account holders may instruct the clearing systems as to whether they will attend the meeting in person or vote by proxy. Euroclear/Clearstream will then issue a SWIFT confirmation, which constitutes the blocking certificate and includes the number of bonds and the name of the beneficial owner and/or custodian bank. The paper Attendance and Proxy form specifying the vote and proxy details must still be submitted.
  • For the avoidance of doubt, a copy of the completed Attendance and Proxy should be sent to Orco Property Group at the following email address: fdejongh@orcogroup.com

For the 2011 bonds (CZ0000000195):

  • The same procedure as above, except that a blocking certificate is not needed. Instead, the bondholder must provide OPG with a document proving bondholding as of the end of the record date, which is 25 April 2012.

3. Which bondholders have negotiated the proposed deal with OPG?
  • The ad-hoc committee of OPG bondholders representing approximately one-third of the total nominal amount of OPG bonds.

4. Can I discuss the proposed deal with other bondholders?
  • Orco cannot provide contact details of other bondholders.

5. What are the key terms of the proposed deal?

Assuming 100% acceptance of the proposed deal by the OPG and OG bondholders:
 a. Consideration for OPG bondholders (EUR 548.5 million of Sauvegarde Claim)
  i. In the first step, 89.9% of existing Sauvegarde Claim (and the same percentage of existing bonds per bondholder) will be exchanged against 65 million new OPG shares
  ii. In the second step, the remaining 10.1% of existing Sauvegarde Claim (and the same percentage of existing bonds per bondholder) can be exchanged on a voluntary basis against EUR 55.2 million of OPG’s New Notes
 b. Consideration for OG bondholders (EUR 129.1 million of claim including repayment premium and accrued interest)
  i. In the first step, 84.5% of OG bonds claim (and the same percentage of existing bonds per bondholder) will be exchanged against 26.2 million new OPG shares
  ii. In the second step, the remaining 15.5% of OG bonds claim (and the same percentage of existing bonds per bondholder) can be exchanged on a voluntary basis against EUR 20.0 million of OPG’s New Notes.


6. What is the split of the EUR 548.5 million Sauvegarde Claim by OPG bond tranche?
  • 2010 bonds (ISIN FR0010249599): EUR 63.2 million
  • 2011 bonds (ISIN CZ0000000195): EUR 16.0 million
  • 2012 bonds (ISIN XS0223586420): EUR 28.9 million
  • 2013 bonds (ISIN FR0010333302): EUR 212.3 million
  • 2014 bonds (ISIN XS0291838992 / XS0291840626): EUR 228.1 million

7. How many OPG shares will I receive in exchange for 1 bond?
  • 2010 bonds (ISIN FR0010249599): 113.63255 shares per exchanged bond
  • 2011 bonds (ISIN CZ0000000195): 70 455.1997 shares per exchanged bond
  • 2012 bonds (ISIN XS0223586420): 4.10014 shares per exchanged bond
  • 2013 bonds (ISIN FR0010333302): 25.73832 shares per exchanged bond
  • 2014 bonds (ISIN XS0291838992 / XS0291840626): 251.37177 per exchanged bond

(please note that only 89.9% of existing bonds per bondholder will be exchanged into shares)
Due the fact that the existing bonds, new shares and New Notes will be converted and issued only in rounded whole number amounts (and no fractional amounts), the final numbers of bonds converted and shares and New Notes issued for each holder could vary from the given exchange ratios.


8. What would be the NAV per OPG share if and when the proposed deal is implemented?
  • Approximately EUR 5.8 per share (based on unaudited figures as of 31/12/2011 and assuming 100% acceptance of the proposed deal by OPG and OG bondholders)

9. What percentage of OPG’s equity would the bondholders hold if and when the proposed deal is implemented?

Assuming 100% acceptance of the proposed deal by OPG and OG bondholders:
a. 60% by the OPG bondholders
b. 24% by the OG bondholders

 

10. What are the key terms of OPG’s New Notes that will be proposed in the voluntary exchange?
  • Repayment:  25% of the principal amount in each of February 2015, February 2016, February 2017 and February 2018
  • Interest:  initially 5% cash plus 5% PIK, which will decrease to 4% cash plus 4% PIK, and finally 4% cash plus 3% PIK, following repayment of principal
  • The New Notes will benefit from a cash sweep repayment in the event of the disposal of certain selected assets
  • Incurrence of new indebtedness
       o by Orco’s subsidiaries will be limited if and as long as the consolidated Loan-To-Value is above 65%
       o by OPG S.A. and OG S.A. will be limited to EUR 5 million each
  • The New Notes will benefit from a negative pledge clause at the level of OPG S.A.