To: Herb Duncan who wrote (10820 ) 5/20/1998 9:37:00 PM From: Herb Duncan Respond to of 15196
FINANCING / Eurogas Announces Shareholder Rights Plan TSE SYMBOL: EUG MAY 20, 1998 CALGARY, ALBERTA--EUROGAS CORPORATION announced today that the Board of Directors has adopted a shareholder rights plan (the "Plan"). The purpose of the plan is to ensure the equal treatment of the shareholders of the Corporation and to give adequate time for the shareholders of the Corporation to properly assess the merits of any take-over bid made for the Corporation. The Plan is designed to give the directors of the Corporation time to consider alternatives in the event of a take-over bid to ensure that shareholders of the Corporation receive full and fair value for their shares of the Corporation. The Plan was not adopted in response to, nor is the Corporation aware of, any pending or threatened take-over bid for the Corporation. To implement the Plan the Corporation issued one right (the "Right") in respect of each common share of the Corporation outstanding to holders of record on May 6, 1998. One Right will also be issued with each subsequently issued common share of the Corporation. The Rights will initially trade with the common shares of the Corporation and be represented by the certificates for such common shares until a separation event occurs under the plan. The Rights will separate from the common shares of the Corporation and become exercisable to purchase common shares of the Corporation at a discount to the market price of 50 per cent if certain triggering events occur, including the acquisition by a person or group of persons (other than certain exempt persons) of 20 per cent or more of the common shares of the Corporation in a transaction which is not exempt under the plan. The rights will not be triggered by the acquisition of common shares of the Corporation pursuant to a "Permitted Bid" or a "Competing Bid". A Permitted Bid must, among other things, be made to all of the shareholders of the Corporation pursuant to a take-over bid circular, be open for acceptance for at least 60 days and be accepted by holders of more than 50 per cent of the outstanding common shares of the Corporation, exclusive of those common shares of the Corporation held by the person or group offering to acquire the common shares. A Competing Bid must satisfy the same criteria as a Permitted Bid, except that, provided it is outstanding for a minimum period of 21 days, it may expire on the same date as the Permitted Bid. The Plan also provides that any shareholder of the Corporation which currently owns more than 20 per cent of the common shares of the Corporation will be grandfathered under the plan but will not be entitled to increase its holdings of common shares of the Corporation by greater than two per cent of the common shares of the Corporation outstanding except in certain transactions permitted under the Plan. Although the Plan is effective immediately, it will be submitted to the shareholders of the Corporation for confirmation at the annual and special meeting of the shareholders of the Corporation to be held on June 5, 1998. Assuming confirmation by the shareholders of the Corporation, the Plan will remain in effect until the annual meeting of the shareholders in respect of the financial year ended December 31, 2002. The Corporation also announced that, in Tunisia, drilling operations in the Bazma #1 well are continuing, with the well currently at a depth of 2457 meters. It is planned to set intermediate 9 5/8" casing at approximately 3030 meters, after which the well will continue to a planned depth of 3800 meters. Eurogas, as operator for the Bazma permit, retains a 40 per cent working interest in the permit. Eurogas Corporation is an independent oil and gas company engaged in the development of a major oil and gas field in Russia, exploration for oil and gas reserves in Tunisia, developing a major gas storage project in Spain and the exploration for and production of oil and gas in Canada. The company is listed on the Toronto Stock Exchange (TSE) under the symbol EUG.