Blom ASA ("Blom" or the "Company") 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.
Please find attached the notice for the EGM.
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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.