Great Panther Silver Limited

Fastest growing primary silver producer in Mexico.

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Feb 28, 2008 07:34PM
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Mar 07, 2008 10:49AM

Great Panther Adopts Shareholder Rights Plan
Friday March 7, 6:35 pm ET

VANCOUVER, BRITISH COLUMBIA--(MARKET WIRE)--Mar 7, 2008 -- GREAT PANTHER RESOURCES LIMITED (Toronto:GPR.TO - News) (the "Company") announces that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Plan") as part of its procedures for dealing with any parties who may seek to acquire control of the Company through a take-over bid or other transaction.

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The Company is not aware of any pending or threatened take-over bids for the Company, and it is not the intention of the Plan to prevent take-over bids. The Plan is intended to ensure that all shareholders are treated equally and fairly in any such transaction. The Plan has been adopted in order to provide the Company's Board of Directors with sufficient time to assess and evaluate any take-over bid or other control transaction and to explore and develop alternatives for maximizing shareholder value.

The Plan is similar to other shareholder rights plans adopted by Canadian corporations. To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record at 5:00 pm, Vancouver time, on March 7, 2008. Until the occurrence of certain specific events, the Rights will trade with the common shares of the Company and be represented by the share certificates for such common shares.

The Rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the outstanding common shares of the Company without complying with the "Permitted Bid" provisions of the Plan. Under the Plan, a Permitted Bid is a bid made to all shareholders on identical terms and conditions that is open for at least 60 days. If at the end of 60 days more than 50% of the outstanding shares, other than those owned by the offeror and certain persons related to the offeror or acting jointly with it, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 business days to allow all other shareholders to tender.

Should a non-permitted acquisition occur, each Right would entitle each holder of common shares (other than the offeror and certain parties related to the offeror or acting jointly with it) to purchase additional common shares of the Company at a 50% discount to the market price at the time.

Although the Plan has become effective upon its adoption by the Board of Directors, in accordance with stock exchange requirements it will be submitted to shareholders of the Company for ratification at the next annual shareholders meeting. If ratified, the Plan will continue until the annual general meeting of shareholders in 2012.

The Plan is subject to acceptance by the Toronto Stock Exchange.

ON BEHALF OF THE BOARD

Kaare G. Foy, Executive Chairman

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