Fram Exploration holders vote unanimously to amend 13% convertibles

By Susanna Moon

Chicago, April 12 - Fram Exploration ASA holders voted, by unanimous decision, to amend the company's 13% senior secured convertible bonds due 2015 at the meeting held Friday in Oslo.

There were enough bondholders at the meeting to form a quorum, according to a notice by trustee Norsk Tillitsmann.

In order for the measures to pass, the holders of at least half of the voting bonds needed to be represented at the meeting, and the holders of at least two-thirds of the bonds represented at the meeting needed to vote in favor of them. The meeting was announced on March 25.

The amendment will 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.

Rex International Holding Pte. Ltd. offered to acquire up to 25% of Fram's shares on the conditions that the amendment be approved and that between NOK 85.5 million and NOK 108.3 million nominal value of the NOK 190 million bond loan be converted into new shares. These conditions have been satisfied.

The company was 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, a previous notice from Norsk Tillitsmann noted.

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

The convertibles were issued in 2012.

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

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