Xcite Energy Limited ("Xcite Energy" or the "Company") Adoption of Shareholder Rights Plan
November 30 2010 - 2:00AM
Marketwired
This Announcement Is Not for Release, Publication or Distribution
in or Into The United States.
Xcite Energy (TSX-V: XEL) (LSE: XEL) (AIM: XEL) announces that
it has established with effect from today a shareholder rights plan
(the "Plan") to encourage the fair treatment of Xcite Energy
shareholders ("Shareholders"), should an unsolicited take-over bid
be made for Xcite Energy.
The Plan will provide the Board of Directors of Xcite Energy
(the "Board") and Shareholders, more time to consider any
unsolicited take-over bids for the Company should they materialise.
The Plan is intended to discourage coercive or unfair take-over
bids and gives the Board time to pursue alternatives to maximize
Shareholder value, if appropriate, in the event of an unsolicited
take-over bid. Any take-over bid that meets certain criteria
intended to protect the interests of all Shareholders will be
permitted by the Plan to proceed.
The Plan has not been adopted in response to, or in
contemplation of, any specific proposal to acquire control of Xcite
Energy. The Plan is subject to acceptance by the TSX Venture
Exchange and must be ratified by Shareholders within six months of
the effective date of the Plan. Unless otherwise terminated in
accordance with its terms, the Plan will terminate at the close of
the third Annual Meeting of Shareholders following the meeting at
which the Plan is ratified by Shareholders, unless the Plan is
reconfirmed and extended at such meeting.
The rights issued under the Plan will become exercisable only
when a person, including any party related to it, acquires or
announces its intention to acquire 20% or more of the outstanding
shares of Xcite Energy without complying with the "Permitted Bid"
provisions of the Plan or without the approval of the Board
("Non-compliant Acquisition"). Should a Non-compliant Acquisition
occur, each right will, upon exercise, entitle a right holder,
other than the acquiring person or any related persons, to purchase
shares of Xcite Energy at a substantial discount to the market
price at the time. Rights are granted under the Plan to each
current and future shareholder on a one for one basis to
shareholdings in the Company
Under the Plan, a "Permitted Bid" is a bid made to all
Shareholders which is open for acceptance for not less than 60
days. If, at the end of such 60 day period, at least 50% of the
outstanding shares, other than those owned by the offeror or any
related parties, have been tendered, the offeror may take up and
pay for the shares but must extend the bid for a further 10 days to
allow other Shareholders to tender.
The Plan is similar to other shareholder rights plans recently
adopted by several companies whose shares are listed on the TSX
Venture Exchange and approved by their respective shareholders. A
complete copy of the Plan will be filed on SEDAR.
In addition, further to the Company's press release of November
29, 2010 the Company announces that the private placement of
2,447,695 ordinary shares conducted pursuant to the Standby Equity
Distribution Agreement has now been completed.
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.
ENQUIRIES: Xcite Energy Limited +44 (0) 1330
826740 Richard Smith Chief Executive Officer Rupert Cole Chief
Financial Officer Arbuthnot Securities Limited +44 (0)20
7012 2000 (Nomad and Broker) Antonio Bossi Director Pelham Bell
Pottinger +44 (0) 20 7861 3232 Mark Antelme Director Henry
Lerwill Paradox Public Relations +1 514 341 0408
Jean-Francois Meilleur Consultant