VANCOUVER, May 5, 2015 /CNW/ - Rathdowney Resources
Ltd. (TSX-V: RTH) (the "Company", or "Rathdowney") announces that
its Board of Directors has adopted a shareholder rights plan (the
"Shareholder Rights Plan") to help ensure the fair treatment of all
Rathdowney shareholders in connection with any take-over bid for
the outstanding common shares of the Company.
The Shareholder Rights Plan is effective immediately but is
subject to ratification by shareholders of Rathdowney at its 2015
annual general and special meeting convened for June 8, 2015. If ratified, the Shareholder
Rights Plan would have a term of three years.
The Shareholder Rights Plan is similar to rights plans adopted
by other Canadian companies and ratified by their
shareholders. It was not adopted in response to any
specific proposal or intention to acquire control of
Rathdowney.
The objective of the Shareholder Rights Plan is to protect
Rathdowney's shareholders from unfair, abusive or coercive
take-over strategies. This includes actions to acquire
control of Rathdowney through a take-over bid that does not provide
shareholders with enough time to assess the merits of any proposed
take-over bid, or similar transaction, involving the shares of
Rathdowney. The provisions of the Shareholder Rights Plan
would also encourage the possible development of alternative
transactions or competing take-over bids under the circumstances
and will give the directors adequate time to fully consider any
such take-over bid or similar transaction and any alternative
transaction that may be proposed.
Under the terms of the Shareholder Rights Plan, one right will
be issued with respect to each common share of Rathdowney issued
and outstanding at 12:01 a.m.
(Vancouver time) on the effective
date of the Shareholder Rights Plan and one right will also be
issued and will attach to each common share issued thereafter.
These rights will become exercisable only when a person,
including any party related to it, acquires or attempts to acquire
20 percent or more of Rathdowney outstanding common shares without
complying with the "Permitted Bid" provisions of the Shareholder
Rights Plan, or without approval of the Rathdowney Board of
Directors. Should such an acquisition occur or be announced,
each right would, upon exercise, entitle a rights holder, other
than the acquiring person and related persons, to purchase common
shares of Rathdowney at a substantial discount to the market price
at the time.
The rights are not triggered by the purchase of shares made
pursuant to a "Permitted Bid", which is a take-over bid made to all
holders of shares on identical terms and which is open for
acceptance for not less than 60 days. A Permitted Bid must be
made by way of a take-over bid circular prepared in compliance with
applicable securities law and must comply with certain other
conditions including acceptance by holders of at least 50% of
shares not already owned by the acquirer. A party may also
exceed the 20% threshold if it is done so pursuant to a rights
offering whether by way of exercise of over-subscription rights or
a stand-by guarantee, as permitted by the Board.
The Board of Directors has certain limited discretion to defer
the time at which the rights become exercisable, to waive the
application of the Shareholder Rights Plan and to amend the
Shareholder Rights Plan. To the best of the knowledge of the
Board of Directors, no existing shareholder of Rathdowney owns
greater than 20% of the outstanding common shares of
Rathdowney.
The Board of Directors considered a number of factors in
adopting the Shareholder Rights Plan. The Board of Directors
believes that the Shareholder Rights Plan benefits shareholders by
providing a substantially greater opportunity to protect the
interests of all shareholders in the event that Rathdowney
Resources is put in play through a hostile take-over bid.
The Shareholder Rights Plan is subject to customary stock
exchange approval and execution of a definitive agreement with
Rathdowney's transfer agent. A copy of the Shareholder Rights
Plan will be available once executed with the transfer agent under
Rathdowney's profile on www.sedar.com.
Rathdowney Appoints CFO
In other corporate news, Rathdowney is pleased to announce that
Andrew Ing, CA, CF, CIA, CISA, CGEIT, has been appointed Chief
Financial Officer of the Company.
Mr. Ing holds Chartered Accountant and Corporate Finance
designations, as well as specialized designations in corporate
governance, internal audit and the strategic management of
information technology. He has more than 10 years of
experience in the natural resources sector, focusing on corporate
development activities with an emphasis on capital finance,
business agreement negotiations and risk management. He previously
held positions with professional services firms
PricewaterhouseCoopers and Deloitte Touche Tohmatsu, providing
advisory services to mining companies in Asia, Europe
and the Americas.
About Rathdowney
Rathdowney Resources Ltd. is focused on advancing the Olza
zinc-lead-silver project in Poland
through permitting and into production.
On behalf of the Board of Directors
David Copeland
Chairman
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Rathdowney Resources Ltd.