Caledonia Mining Corporation: Change of Transfer Agent and Shareholder Rights Plan
December 05 2013 - 2:00AM
Marketwired
Caledonia Mining Corporation: Change of Transfer Agent and
Shareholder Rights Plan
TORONTO, ONTARIO--(Marketwired - Dec 5, 2013) - Caledonia Mining
Corporation ("Caledonia" or the "Company")
(TSX:CAL)(OTCQX:CALVF)(AIM:CMCL) announces the appointment of
Computershare Investor Services Inc. ("Computershare") as
Caledonia's transfer agent and registrar. Accordingly,
Computershare will now be responsible for all transfers of
Caledonia shares through their office in Toronto and in the United
States, through Computershare's U.S. affiliate, Computershare Trust
Company, N.A. in Denver. Computershare has also been appointed to
establish a Depository Interest ("DI") mechanism for Caledonia's
shares which are held in the UK and are traded on AIM.
Shareholders need take no action in respect of the change in
transfer agent and register and the creation of the DI. If
shareholders need to contact Computershare in the future, the
contact details of the relevant Computershare offices are set out
at the end of this News Release.
The appointment of Computershare will give Caledonia greater
flexibility with regard to the payment of future dividends.
Caledonia shareholders who are registered with addresses in the
United States of America and the United Kingdom will receive future
dividends in US Dollars and Sterling, respectively. All other
shareholders will continue to receive their dividends in Canadian
dollars.
Caledonia has also appointed Computershare to provide Direct
Registration System (DRS) services. DRS allows Caledonia
shareholders who do not wish to hold their shares in nominees
accounts in the name of their financial adviser or stock-broker to
hold their Caledonia shares in "book-entry" form with Computershare
without having a physical security certificate issued as evidence
of ownership. Shareholders who wish to participate in the DRS
should contact Computershare using the contact details set out
below:
Computershare Canada and USA |
|
Computershare Investor Services Inc. at 1-800-564-6253 toll
free North American number For Shareholders outside North American
at 514-982-7555 |
Computershare UK |
|
Computershare Investor Services PLC at +44 (0)870 702
0000 |
In connection with the appointment of Computershare as transfer
agent and registrar, the Company has replaced its existing
shareholder rights plan and entered into a new shareholder rights
plan (the "Rights Plan") with Computershare effective December 5,
2013, which is substantially similar to its existing rights plan.
The purpose of the Rights Plan is to provide the board of directors
of the Company with additional time, in the event of an unsolicited
take-over bid, to develop and propose alternatives to the bid and
negotiate with the bidder, as well as to ensure equal treatment of
all shareholders in the context of an acquisition of control, and
lessen the pressure on shareholders to tender to an unsolicited
bid.
If a person, or a group acting jointly or in concert (each, an
"Offeror"), acquires beneficial ownership of 20% or more of the
then outstanding common shares (other than pursuant to an exemption
available under the Rights Plan), rights issuable under the Rights
Plan (the "Rights") (other than those held by such Offeror, which
will become void) will separate and permit the holders thereof to
purchase additional shares at a substantial discount to the market
price of the shares at that time. Pursuant to the Rights Plan, any
bid that meets certain criteria intended to protect the interests
of all shareholders will be deemed to be a "permitted bid" and will
not trigger a separation under the Rights Plan. These criteria
require, among other things, that the bid be made by way of a
take-over bid circular to all holders of voting shares other than
the Offeror, that all shareholders be treated equally and that the
bid remain open for acceptance by shareholders for at least 60
days.
The Rights Plan has been conditionally accepted by the Toronto
Stock Exchange and is subject to ratification by the Company's
shareholders within six months of the Rights Plan's effective date.
The Rights Plan has not been adopted in response to, or in
anticipation of, any known or anticipated take-over bid or proposal
to acquire control of the Company.
The Rights Plan is currently effective and will be submitted to
shareholders for confirmation at the Company's next annual general
meeting, and will be posted on the Company's website at this time.
A copy of the Rights Plan will be available under the Company's
profile on SEDAR at www.sedar.com.
Caledonia Mining CorporationMark Learmonth+27 11 447
2499marklearmonth@caledoniamining.comwww.caledoniamining.comNewgate
ThreadneedleGraham Herring/Adam Lloyd+44 20 7653 9850NumisJohn
Prior/Jamie Loughborough/James Black+44 20 7260 1000WH
IrelandAdrian Hadden/Nick Field+44 20 7220 1751
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