Blom ASA welcomes the shareholders in the Company to attend an Extraordinary General Meeting (“EGM”) scheduled to be held on 25 April 2012 at 14:00 CET at Thon Vika Atrium in Munkedamsveien 45, Oslo, Norway.
As announced by Blom in the stock exchange notices on 27 February 2012, 29 February 2012, 9 March 2012 and 21. Mars 2012, the Company has for some time been in dialogue with certain bondholders regarding a process to strengthen the Company’s capital structure.
Blom is in the final stages of developing its long term financial plan, which will be presented to its lenders in the coming weeks. A majority of the bondholders, including Folketrygdfondet and other large bondholders, who in total controls 63.5% of Blom’s NOK 300 m bond loan, have been part of the discussions and are prepared to vote for a resolution in the bondholders meeting that will secure an orderly restructuring of Blom’s balance sheet, as outlined below.
Preliminary overview of the proposed restructuring:
- All outstanding bonds in the 2009 Bond Issue are converted into shares. The conversion will be carried out at a conversion price of NOK 10 per share, subject to a consolidation of Blom’s shares, whereby 100 existing shares of par value NOK 0.10 will be consolidated into one new share of par value NOK 10.
- The bondholders in the 2009 Bond Issue will prior to the EGM be offered the right to exchange their bonds in the 2009 Bond Issue for bonds in a new convertible bond issue. For every 2009 Bond tendered into the exchange offer the tendering bondholders will receive 0.31 convertible bonds, in any case limited to an aggregate maximum amount of NOK 35 million. The new convertible bond will have a 5 year term and an interest rate of 2.0% p.a. The bonds in the convertible bond issue are convertible into shares during the first two years of the loan at a subscription price equal to 120% of the volume weighted average price the two trading days post the EGM.
- Certain amendments are made to the terms of the 2011 Bond Issue, including (i) change of maturity from 4 June 2012 to 30 April 2015, (ii) change of margin from 11.0% p.a. to 5.5% p.a. and (iii) amendment of the share pledges and guarantees provided under the 2009 Bond Issue to secure the 2011 Bond Issue.
The Proposal including the exchange offer is subject to approval in the bondholders meeting and that the EGM passes the following resolutions:
(i) to consolidate the shares of Blom on a 100:1 basis;
(ii) to reduce the Blom’s share capital by NOK 24,191,484 by way of a reduction of the par value of the shares from NOK 10 to NOK 0.50;
(iii) to increase Blom’s share capital by up to NOK 17 306 252 through the issuance of up to 34 612 504 new shares in consideration for the conversion of the 2009 Bonds; and
(iv) to issue the convertible bond;
in each case as further detailed in the notice of the EGM.