CSSF Invites Third Party Observations for Investigation into Orco Property Group

The Commission de Surveillance du Secteur Financier (CSSF) has issued a statement saying that it is carrying out an investigation into Orco Property Group S.A. for breaches of the law on takeover bids and called on potentially affected parties to submit their observations before 31 March 2017.

In its statement, the CSSF said that it intends to take certain actions against Orco, including the declaration of the existence of an undisclosed concert action with respect to Orco, and to withhold approval of the mandatory takeover offer announced on 8 June 2016 by CPI Properties Group SA on behalf of its wholly owned subsidiary Nukasso Holdings Limited for all the shares of Orco. 

The CSSF said that the concert action entailed breaches of Article 3(a) and (d), Article 5(1) and (3) and Article 13(a) of the “Takeover Law”, namely the law of 19 May 2006 transposing EU Directive 2004/25/EC and the Council Decision of 21 April 2004.

The CSSF said that it should be noted that the decisions to take these actions are not final meaning that they have not yet been taken by the CSSF.

The CSSF has required, in accordance with the law on markets in financial instruments, the suspension of Orco shares from trading on the regulated market of the Luxembourg Stock Exchange until the time a definitive decision by the CSSF on this concert action related matter is adopted. 

Orco shares were already subject to a suspension on the regulated market of the Luxembourg Stock Exchange based upon a decision of the Luxembourg Stock Exchange dated 9 June 2016. 

In accordance with Luxembourg administrative law, third parties whose rights and interests may be affected by the proposed decision of the CSSF can submit their observations to the CSSF by writing to the following address: takeover@cssf.lu and/or by certified mail with acknowledgement of receipt. 

When submitting observations to the CSSF, third parties are invited to specify the capacity in which the observations are submitted and to join documentary evidence of their identity and, as the case may be, of the OPG financial instruments held by them. In case of legal persons, satisfactory documentary evidence of the existence of the legal person in question and of the identity and the powers the persons allowed to represent it should also be included.