Fram Exploration seeks holder OK to amend 13% convertibles due 2015

By Susanna Moon

Chicago, March 25 - Fram Exploration ASA called holders to a meeting next month to propose amending its 13% senior secured convertible bonds due 2015.

Rex International Holding Pte. Ltd. has offered to acquire up to 25% of Fram's shares on the condition that between NOK 85.5 million and NOK 108.3 million nominal value of the NOK 190 million bond loan is converted into new shares. This condition has been satisfied, according to a notice by trustee Norsk Tillitsmann ASA.

The company is offering a conversion price of NOK 29.70, which is a discount of NOK 1.30 per share, to give bondholders an incentive to convert the required number of bonds, the release noted.

The discounted conversion rate also requires shareholder approval at a meeting to be held April 12.

The offer also is conditioned on holders approving amendments to the bonds that allow the company to get new financing, without further consent, equal to the difference between the principal amount of the bond loan and NOK 190 million.

The meeting will be held on April 12 in Oslo.

In order for the measures to pass, the holders of at least half of the voting bonds must be represented at the meeting, and the holders of at least two-thirds of the bonds represented at the meeting must vote in favor of them.

The convertibles were issued in 2012.

Fram Exploration is an oil and gas company based in Trondheim, Norway.

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