Global Voice seeks consents from 3% convertibles holders to modify trust deeds

By Angela McDaniels

Tacoma, Wash., Dec. 9 - Global Voice Group Ltd. is seeking bondholder consent to modify the definition of "change of control" in the trust deeds of its €32 million 3% convertible bonds due 2012 and €40 million 3% convertible bonds due 2011.

The company said the changes will provide clarification and will prevent Global Voice from inadvertently triggering a redemption event as a result of any future rights issue, restructuring or other event where one shareholder obtains 20% of the company's shares.

Global Voice wants to replace the current definition with a definition that says a change of control occurs when: any person or group acquires control of the issuer; the issuer consolidates with or merges into any other person or group; the issuer sells or transfers all or substantially all its assets to any other person or group; or any situation set out in Rule 14.1 in the Singapore Takeover Code occurs.

The definition would exclude any change of control that occurs due to the acquisition of shares by Christopher Nightingale, Noel Meaney or Brenda O'Keefe while they are executive directors of Global Voice.

Global Voice also seeks to specify that "control" means (a) the acquisition or control of more than 50% of the voting rights of the company's issued share capital or (b) the right to appoint or remove all or the majority of members of the board of directors or other governing body.

Holders will vote on the matter at separate meetings on Dec. 29 in London. The company said that for each series of convertibles, at least three-quarters of the votes cast must be in favor of the change in order for the modifications to be made.

Global Voice Group Ltd. is a Singapore-based subsidiary of Global Voice Group SA, a telecommunications carrier based in Port-au-Prince, Haiti.

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