Global Voice to buy back portions of 3% convertibles due 2011, 2012

By Angela McDaniels

Tacoma, Wash., Feb. 4 - Global Voice Group Ltd. plans to buy back 90.6% of its outstanding 3% convertible bonds due 2011 and 25% of its outstanding 3% convertible bonds due 2012 under conditional agreements reached with bondholders.

The company will pay 75 for the 2011 convertibles for a total of €19.88 million and 55 for the 2012 convertibles for a total of €4.40 million, according to a company notice.

The repurchases will be funded with the proceeds of a proposed renounceable rights issue and, potentially, equity financing.

The agreement with the 2011 convertibles holders is subject to a definitive agreement being reached with the 2012 convertibles holders and vice versa. The agreements are also subject to the receipt of a minimum amount of funding - at least €26.25 million in the case of the 2011 convertibles and at least €45.15 million for the 2012 convertibles.

A condition to the 2011 convertibles agreement requiring acceptance from holders of at least 75% of the convertibles has already been fulfilled.

Any convertibles repurchased under the agreements will be cancelled.

The company noted that if any selling 2011 convertibles holders exercise their put options and the repurchases under the agreements have not settled by April 19, then the company will replace the existing put option with a new May 3 put option. Otherwise, the put option will be revoked.

On Dec. 30, the company said it obtained the necessary bondholder consent to modify the definition of "change of control" in the trust deeds of the convertibles. The change 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 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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