Luiri Gold-Implementation of Shareholders Rights Plan
December 20 2010 - 7:41AM
Marketwired
Luiri Gold Limited (TSX VENTURE: LGL)(ASX: LGM) ("Luiri" or the
"Company") The Company announces that its Board of Directors has
approved and adopted a Shareholders Rights Plan (the "Plan"). The
Plan entitles shareholders to severable rights to purchase
additional shares of the Company upon the occurrence of a take-over
bid (i.e. an offer to purchase 20% or more of the issued shares,
when aggregated with the offeror's shareholdings), which fails to
meet certain conditions. Bids which meet these conditions
("Permitted Bids") do not trigger the rights to purchase additional
shares. Permitted Bids are offers which meet all of the following
conditions:
1. The offer is made to all shareholders to acquire a minimum of 66 2/3% of
the issued shares of the Company and includes shares issuable upon
exercise of share purchase warrants, stock options and other convertible
securities;
2. The offer must contain an irrevocable and unqualified provision that no
shares will be taken up or paid for prior to the close of business on a
date less than 60 days following the date of the Bid, and only if at
such date more than 50% of the shares held by independent shareholders
have been deposited or tendered and not withdrawn;
3. The offer must contain an irrevocable and unqualified provision that any
shares deposited may be withdrawn at any time until being taken up and
paid for; and
4. The offer must contain an irrevocable and unqualified provision that if
the deposit conditions set out in item 2 above are met, then the offeror
will make a public announcement of that fact, and the bid will remain
open for deposits or tenders of additional shares for not less than 10
business days from the date of the public announcement.
The Plan is designed to ensure that all shareholders are treated
fairly and equitably in the event of a take-over bid.
The Plan is subject to the acceptance and requirements of
regulatory authorities (including the Australian Securities
Exchange), as applicable, compliance with markets' trading and
operating rules, the acceptance of the rights agent (it is proposed
that Computershare Trust Company of Canada will act as rights agent
and administer the Plan) and ratification by the shareholders of
the Company.
For further information contact:
Michael Sperinck, the President of Luiri Gold at +61 401 694 322
should they have any queries in relation to the Rights Plan.
ON BEHALF OF THE BOARD OF DIRECTORS OF LUIRI GOLD LIMITED
Michael Sperinck, President, Managing Director and CEO
This press release contains forward-looking information which
involves risks and uncertainties. Forward looking information
represents management's current views and these may change
significantly as new information comes to hand.
NEITHER THE TSX VENTURE EXCHANGE NOR THE ASX HAS REVIEWED THIS
RELEASE AND NEITHER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Contacts: Luiri Gold Limited Michael Sperinck President +61 401
694 322 For Luiri Gold's North American Investor Relations, please
contact Daniel Boase at First Canadian Capital Corp. +1 416 742
5600 or Toll Free: 1 866 580 8891 request@firstcanadiancapital.com
www.luirigold.com
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