the 2.85 million common shares held by its parent, Norex Plc, for $31.4 million.

The holding company said the shares, which represent about a 47 percent stake in Norex America, will be retired. As part of the transaction, Norex America will acquire Norex Corp. Ltd., which holds about 95 percent of Norex Plc.

Norex America said it will get a $30 million short-term loan to finance the purchase of its shares from Norex Plc, secured by a pledge for a $30 million cash deposit and a guarantee by Norex Corp.

Norex America said it will exchange 3.04 million new and restricted Norex America common shares and $495,000 in cash for Norex Corp.

Following the transactions, Norex America will have 6.29 million shares outstanding, and will become the parent of Norex Group through its ownership of Norex Corp. Norex Corp. will own about 99 percent of the UK's Norex Plc.

Norex & Co., a unit of Norex, is in the process of taking a 40 percent controlling stake in Vard AS, a Norwegian holding company which owns Kloster Cruise Ltd. Kloster's Norwegian Cruise Line vessel Dreamward sails to Bermuda from New York each week.

Norex America yesterday reported a $726,00 loss in its third quarter of 1995.

The loss of 12 cents a share compared with earnings of $1.76 million or 29 cents in the three months to March 31 in 1994.

It came on revenues of $1.84 million, down 47.6 percent from $3.52 million in 1994.