Specifics of "shareholder rights" (poison pill) plan
Shareholder rights plan
St. Jude Resources Ltd
SJD
Shares issued 11,380,188
1998-06-18 close $1.35
Friday Jun 19 1998
Mr. Michael A. Terrell reports
The board of directors has adopted a shareholder rights plan to protect the
company's shareholders from unfair, abusive or coercive takeover strategies,
including the acquisition of control of the company through a takeover bid that
does not treat all shareholders equally or fairly. The company is not aware of
any
pending or threatened takeover bid for the company.
To implement the plan, the board of directors authorized the issue, on June 25,
1998, of one right in respect of each class A share outstanding to holders of
record at 5:00 p.m. (PST) on June 25, 1998. For administrative convenience, the
rights will trade with the class A shares and be represented by certificates
representing class A shares.
On the occurrence of certain triggering events, including the acquisition by a
person or group of 20 per cent or more of the votes attached to all outstanding
voting shares of the company in a transaction not approved by the board of
directors, the rights will entitle holders (other than the acquiring person or
group)
to acquire shares of the company at a 50 per cent discount to the market price.
The rights are not triggered by purchases of voting shares made pursuant to a
permitted bid, which is a takeover bid made by way of a takeover bid circular
prepared in compliance with applicable securities laws to all holders of class
A
shares on identical terms and which complies with certain other conditions. The
bid must also be accepted by at least 60 per cent of the shareholders,
excluding
those making the takeover bid.
Although the plan is effective upon its adoption, in accordance with stock
exchange requirements it will be submitted to the shareholders for confirmation
at
the next annual meeting, scheduled to be held in July. |
