First Calgary Petroleums Ltd. has agreed with Eni S.p.A. and its indirect wholly-owned subsidiary, Eni Canada Holding Ltd., to amend the terms of the arrangement agreement and related form of plan of arrangement entered into by the parties on September 7, 2008.
The amendments provide that FCP will redeem its convertible bonds under the plan of arrangement using funds provided by the Purchaser (as opposed to the Purchaser purchasing the bonds as originally contemplated). Each convertible bond outstanding will be redeemed by FCP for the originally contemplated consideration of 108% of par value on the date which is the later to occur of (i) the effective date of the arrangement or (ii) the date falling five London business days after the date notice of redemption is given to the bondholders, the registrar for the bonds and BNY Corporate Trustee Services Limited, as trustee. Bondholders will be paid accrued interest to but excluding the date of redemption.
The amendments were made to address certain mechanical issues associated with the Purchaser acquiring the bonds, and no other unrelated amendments were made to the terms of the arrangement agreement and form of plan of arrangement. The completion of the arrangement (as amended) will require (among other things) the approval of 66 2/3% of the votes cast at a meeting of FCP shareholders and approval of 75% of the votes cast by bondholders at a meeting of FCP bondholders.
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