The following is extremely long,however it may interest some.It is part of RYO's filing of their 8A12B.
On February 10, 1998, the Board of Directors of Royal Oak Mines Inc., an
Ontario, Canada corporation (the "Corporation"), authorized, subject to
obtaining certain regulatory approvals, the issuance of one common share
purchase right (a "Right") for each outstanding common share, without nominal or
par value (the "Common Shares"), of the Corporation. The Rights will be issued
to the current shareholders of record as at 5:00 p.m. (Toronto time) on February
25, 1998 (the "Record Time") of the Corporation. In addition, one Right will be
issued with each Common Share issued after the Record Time and prior to the
earlier of the Separation Time (as discussed below) and the redemption or
expiration of the Rights. Each Right entitles the registered holder to purchase
from the Corporation one Common Share at a price of Cdn$20 per share (the
"Exercise Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Shareholder Rights Plan Agreement (the "Rights Plan
Agreement") between the Corporation and Montreal Trust Company of Canada (the
"Rights Agent").
TRADING OF RIGHTS
Rights issued prior to the Separation Time will be evidenced, with respect
to any Common Share certificate outstanding as of the Record Time, by such share
certificate. The Rights Plan Agreement provides that, until the Separation Time,
the Rights will be transferable only together with, and will be transferred by,
a transfer of the associated Common Shares. Until the Separation Time or earlier
redemption or expiration of the Rights, new share certificates issued after the
Record Time upon the transfer of existing Common Shares or the issuance of
additional Common Shares will contain a legend incorporating the Rights Plan
Agreement by reference.
SEPARATION TIME
The Rights will separate and trade separately from the Common Shares after
the Separation Time. Following the Separation Time, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Common Shares as of the close of business on the Separation Time, and
each separate Rights Certificate alone will evidence the Rights.
The "Separation Time" is the close of business on the eighth (8th) trading
day following the earlier of: (i) the date of the first public announcement made
by the Corporation or an Acquiring Person (as defined below) that a person has
become an Acquiring Person (the "Stock Acquisition Date"), and (ii) the date of
the commencement of, or first public announcement of the intent of any person
(other than the Corporation or any subsidiary of the Corporation), to commence a
Take-over Bid (other than a Permitted Bid or Competing Permitted Bid (each as
defined below)), or such later date as determined by the Board of Directors. A
"Take-over Bid" means an offer to acquire voting shares of the Corporation or
securities convertible into or exchangeable for or carrying a right to purchase
voting shares of the Corporation where the securities subject to the offer and
the securities owned by the offeror would constitute in the aggregate twenty
percent (20%) or more of the outstanding voting shares of the Corporation at the
date of such offer.
If any Take-over Bid triggering the Separation Time expires or is
cancelled, terminated or otherwise withdrawn prior to the Separation Time or if
the Board of Directors determines to waive application of the Rights Plan to any
such Take-over Bid, then such bid shall be deemed, for the purposes of
determining the Separation Time, never to have been made.
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EXERCISE PRICE OF RIGHTS
The Rights are not exercisable until the Separation Date. After the
Separation Time and prior to the occurrence of a Flip-in Event, each Right
entitles the registered holder to purchase from the Corporation one Common Share
at an Exercise Price of $20.00 per Common Share, subject to certain
anti-dilution adjustments as set out in the Rights Plan Agreement, and subject
to adjustment upon occurrence of a "Flip-in Event." Until a Right is exercised,
the holder thereof, as such, will have no rights as a stockholder of the
Corporation, including, without limitation, the right to vote or to receive
dividends.
The Exercise Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than ninety percent
(90%) of the then-current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Common Shares) or of subscription
rights or warrants (other than those referred to above). The number of
outstanding Rights and the number of Common Shares issuable upon exercise of
each Right are also subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in Common Shares
or subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Separation Date. With certain exceptions, no
adjustment in the Exercise Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Exercise Price.
No fractional Common Shares will be issued and in lieu thereof, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading day prior to the date of exercise.
FLIP-IN EVENT
A "Flip-in Event" is triggered in the event that a transaction occurs
pursuant to which a person becomes an Acquiring Person. Upon the occurrence of a
Flip-in Event, each Right (except for Rights Beneficially Owned by the Acquiring
Person and certain other persons specified below) shall thereafter constitute
the right to purchase from the Corporation upon exercise thereof in accordance
with the terms of the Rights Plan Agreement that number of Common Shares of the
Corporation having an aggregate market price on the date of the consummation or
occurrence of such Flip-in Event equal to twice the Exercise Price for an amount
in cash equal to the Exercise Price.
The Rights Plan Agreement provides that Rights that are beneficially owned
by: (i) an Acquiring Person or any affiliate or associate of an Acquiring
Person, or any Person acting jointly or in concert with an Acquiring Person, or
any affiliate or associate of such Acquiring Person; or (ii) a transferee or
other successor in title of Rights of an Acquiring Person (or of an affiliate or
associate of an Acquiring Person or of any person acting jointly or in concert
with an Acquiring Person or any associate or affiliate of an Acquiring Person)
who becomes a transferee or successor in title concurrently with or subsequent
to the Acquiring Person becoming an Acquiring Person; shall become null and void
without any further action and any holder of such Rights (including transferees
or successors in title) shall not have any right whatsoever to exercise such
Rights under any provision of the Rights Plan Agreement.
Page 3 of 7
ACQUIRING PERSON
An Acquiring Person is a person who Beneficially Owns twenty percent (20%)
or more of the voting shares of the Corporation. An Acquiring Person does not,
however, include the Corporation or any subsidiary of the Corporation, or any
person who becomes the Beneficial Owner of twenty percent (20%) or more of the
outstanding voting shares of the Corporation as a result of Permitted Bids,
Competing Permitted Bids and certain other exempt transactions.
PERMITTED BIDS AND COMPETING PERMITTED BIDS
A "Permitted Bid" is a Take-over Bid made by take-over bid circular in
compliance with the following additional provisions:
(1) the bid must be made to all holders of record of
Common Shares;
(2) the bid must be open for a minimum of 60 days following the date of
the bid and no shares may be taken up prior to such time;
(3) take-up and payment for shares may not occur unless the bid is
accepted by persons holding more than fifty percent (50%) of the
outstanding Common Shares exclusive of shares held by the person
responsible for triggering the Flip-in Event or any person who has
announced an intention to make, or who has made, a take-over bid
for the shares of the Corporation and the respective affiliates and
associates of such persons and persons acting jointly or in concert
with such persons;
(4) shares may be deposited into or withdrawn from the bid at any time
prior to the take-up date; and
(5) if the bid is accepted by the requisite percentage specified in (3)
above, the bidder must extend the bid for a period of 10 business
days to allow other shareholders to tender into the bid should they
so wish and must make a public announcement to such effect.
A "Competing Permitted Bid" is a Take-over Bid that satisfies all of the
criteria of a Permitted Bid except that since it is made after a Permitted Bid
has been made, the minimum deposit period and the time period for the take-up of
and payment for shares tendered under a Competing Permitted Bid is not 60 days,
but is instead the greater of 21 days (the minimum permitted by law) and the
60th day after the date on which the Permitted Bid then in existence was made.
Neither a Permitted Bid nor a Competing Permitted Bid need be approved by
the Board of Directors and may be taken directly to the shareholders of the
Corporation. Acquisitions of Common Shares made pursuant to a Permitted Bid or a
Competing Permitted Bid do not give rise to a Flip-in-Event.
REDEMPTION AND WAIVER
The Board of Directors may, at any time prior to the occurrence of a
Flip-in Event, and subject to shareholder approval, elect to redeem all but not
less than all of the Rights at a redemption price of $0.0001 per Right (the
"Redemption Price"), appropriately adjusted in certain events. Rights will be
deemed to automatically be redeemed at the Redemption Price where a person who
has made a Permitted Bid, a Competing Permitted Bid or a take-over bid otherwise
exempted by the Board, takes up and pays for the
Page 4 of 7
Corporation's shares under the terms of the bid. If the Board of Directors
elects or is deemed to have elected to redeem the Rights, the right to exercise
the Rights will terminate and each Right will, after redemption, be null and
void and the only right thereafter of the holders of Rights shall be to receive
the Redemption Price. Under the Rights Plan, the Board of Directors has
discretion to waive application of the Rights Plan to a take-over bid, subject
to an automatic waiver with respect to all other take-over bids made while the
waived take-over bid is outstanding. The Board of Directors of the Corporation
may also waive the application of the Rights Plan to a Flip-in Event which
occurs through inadvertence, subject to the "inadvertent" Acquiring Person
reducing its holding of the Corporation's shares within an agreed upon time.
Other waivers of the Plan will require shareholder approval.
AMENDMENTS TO THE RIGHTS PLAN AGREEMENT
The Rights Plan Agreement provides that prior to ratification by
shareholders, the Board of Directors may in its sole discretion supplement or
amend the Rights Plan Agreement. Once the Rights Plan Agreement has been
ratified by the shareholders, however, any amendments or supplements to the
terms of the Rights Plan Agreement (other than for clerical errors or to
maintain the Plan's validity as a result of changes in legislation) will require
prior shareholder approval. Changes arising from changes in applicable
legislation will require subsequent shareholder ratification.
TERM
The term of the Rights Plan Agreement ends on the date of the
Corporation's Annual Meeting of Shareholders to be held in 2002 at which time
the Rights expire unless they are terminated, redeemed or exchanged earlier by
the Board of Directors.
SHAREHOLDER RATIFICATION OF THE RIGHTS PLAN
The Toronto Stock Exchange requires that the Rights Plan be ratified by
shareholders within six (6) months of the date of adoption of the Rights Plan.
The above summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Plan
Agreement, a copy of which, including the form of Right Certificate, is attached
hereto as Exhibit 1 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Shareholder Rights Plan Agreement, dated as of February 25, 1998, by
and between Royal Oak Mines Inc. and Montreal Trust Company of Canada.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ROYAL OAK MINES INC.
Date: March 2, 1998 By: /s/ William J.V. Sheridan
Name: William J.V. Sheridan
Title: Secretary
Page 6 of 7
EXHIBIT LIST
Exhibit Number
1. Shareholder Rights Plan Agreement, dated as of February 25, 1998, by and
between Royal Oak Mines Inc. and Montreal Trust Company of Canada.
Page 7 of 7
Exhibit 1
ROYAL OAK MINES INC.
AND
MONTREAL TRUST COMPANY OF CANADA
AS RIGHTS AGENT
SHAREHOLDER RIGHTS PLAN AGREEMENT
Dated as of February 25, 1998
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