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Message: Re: Chariot Resources adopts poison pill

Jan 22, 2009 04:36AM

2009-03-11 17:06 ET - News Release

Mr. Ulrich Rath reports

Chariot Resources Ltd.'s board of directors has adopted a shareholder rights plan. The plan has been adopted to prevent any creeping takeover of Chariot and preserve its ability to obtain the best value for all shareholders in connection with any change-of-control transaction. Chariot is not presently aware of any specific or pending takeover bid.

The plan is subject to shareholder approval on or before Sept. 11, 2009, and Toronto Stock Exchange acceptance of the plan. If approved by the shareholders, the plan will have an initial three-year term (subject to further extension upon receipt of shareholder approval).

The plan is similar to those adopted by other Canadian mining companies and is not intended to prevent a takeover bid transaction. The plan contains permitted bid provisions which will not trigger the dilutive effects of the plan if a takeover bid is made by way of a takeover bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 per cent of the shares held by independent shareholders. The dilutive effects of the plan will be triggered by an acquisition (other than pursuant to a permitted bid or a competing permitted bid and subject to certain customary exceptions) of 20 per cent or more of the outstanding common shares (in these circumstances, the rights will entitle the shareholders, other than the acquiring person or group, to acquire shares at a discount). A copy of the plan will be posted on SEDAR.

Let me know your feed back, makes no sense at this price

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