CORP. / Dynamic Oil Ltd. Shareholder Rights Plan
DYNAMIC OIL ADOPTS SHAREHOLDER RIGHTS PLAN
RICHMOND, B.C., July 21 /CNW/ - Dynamic Oil Limited
NASDAQ: DYOLF
VSE: DOL
The Board of Directors of Dynamic Oil Limited (the ''Company'') today
announced the adoption of a Permitted Bid Shareholder Protection Rights Plan
(the ''Plan'') which is to be submitted for ratification to shareholders at
Dynamic's Annual General Meeting on August 27, 1998.
To implement the Plan, the Board authorized the distribution of one share
purchase right for each outstanding common share of the Company held of record
at the close of business today. The Rights Plan is not intended to prevent a
takeover or to deter fair offers for the Company common shares. Rather, it is
designed to give the Board of Directors the opportunity to act in the best
interests of the Company by encouraging bidders for the Company common shares
to proceed on a negotiated rather than a hostile basis.
The Plan is designed to ensure that all of the Company's shareholders are
treated equally if a takeover bid is made for the Company's shares, and that
sufficient time is available for the directors of the Company and all
shareholders to evaluate fully any offer and pursue alternatives to maximize
shareholder value. The Plan is similar to many plans adopted by other Canadian
companies.
The rights issued to shareholders under the Plan will entitle the holder
to acquire common shares of the Company at a 50% discount to the market upon a
person or group acquiring 20 percent or more of the common shares of the
Company. However, the rights are not exercisable in the event of a Permitted
Bid.
A Permitted Bid is a takeover bid remaining open for at least 60 days
that is made to all shareholders for all shares of the Company in accordance
with the provisions of the takeover bid circular requirements of the British
Columbia Securities Act. A bidder under a Permitted Bid may acquire shares
tendered under the bid if at least 50% of the shares held independent of the
bidder are deposited and the bid is then extended for a further period of 10
business days. A Permitted Bid must also satisfy certain other conditions
provided for in the Plan.
The Rights will not be exercisable and will not trade separate and apart
from the common shares at any time prior to a person or group acquiring, or
announcing an intention to acquire (in a manner that does not constitute a
Permitted Bid), securities to which are attached 20 percent or more of the
votes attaching to all securities of the Corporation.
The Plan is valid until the first shareholders meeting held after July
20, 2001, subject to shareholder confirmation at the Annual General Meeting.
The required approval level at the Annual General Meeting is 50% of the votes
cast. |
