Kinross adopts new shareholder rights plan
March 15 2018 - 5:00PM
Kinross Gold Corporation (TSX:K) (NYSE:KGC) (“Kinross”) announced
today that it has adopted a new shareholder rights plan (the “New
Plan”) to take effect on March 29, 2018. The New Plan will replace
the current shareholder rights plan, which will expire on March 29,
2018.
The New Plan will ensure that Kinross and its
shareholders continue to receive the benefits associated with the
current shareholder rights plan. As with the current plan, the New
Plan is designed to ensure that all Kinross shareholders have an
equal opportunity to participate in a take-over bid and receive
full and fair value for their Kinross common shares (the "Common
Shares"). The New Plan is similar to plans recently adopted by
other Canadian companies and approved by their shareholders.
Subject to the receipt of requisite regulatory
approvals, shareholder ratification at the Annual and Special
Meeting of Shareholders on May 9, 2018 and shareholder
reconfirmation at Kinross’ annual shareholder meetings in 2021 and
2024, the New Plan will remain in effect until the conclusion of
Kinross' annual shareholder meeting in 2027.
The New Plan includes amendments that reflect
changes to the legislative framework governing take-over bids in
Canada that came to force in 2016. These amendments include:
lengthening the minimum bid period to 105 days (from the previous
35 days); requiring that all non-exempt take-over bids meet a
minimum tender requirement of more than 50% of the outstanding
securities of the class subject to the bid held by independent
shareholders; and, requiring a minimum ten day extension after the
minimum tender requirement is met.
Under this new regime, a target issuer also has
the ability to voluntarily reduce the minimum bid period to not
less than 35 days. Additionally, the minimum bid period may be
automatically reduced if the Board chooses to proceed with an
alternative change of control transaction.
The rights issued under the New Plan will
initially attach to and trade with the Common Shares and no
separate certificates will be issued unless an event triggering
these rights occurs. The rights will become exercisable only when a
person, including any party related to it, acquires or attempts to
acquire 20% or more of the outstanding Shares without complying
with the "Permitted Bid" provisions of the New Plan or without
approval of the 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 at a 50% discount to the market price at
the time.
Under the New Plan, a “Permitted Bid” is a bid
made to all shareholders, must be open for a minimum of 105 days
(or such shorter period as is permitted under the new bid regime)
and must contain certain conditions, including that no shares will
be taken up and paid for unless 50% of the shares of the class
subject to the bid that are held by independent shareholders are
tendered to the bid.
A number of minor changes were also made to
ensure the New Plan is aligned with industry best practices and
reflects Kinross’ ability to record share ownership electronically
via the Direct Registration System.
A material change report and a complete copy of
the New Plan will be filed on SEDAR.
About Kinross Gold
Corporation
Kinross is a Canadian-based senior gold mining
company with mines and projects in the United States, Brazil,
Russia, Mauritania, Chile and Ghana. Kinross’ focus is on
delivering value based on the core principles of operational
excellence, balance sheet strength, disciplined growth and
responsible mining. Kinross maintains listings on the Toronto Stock
Exchange (symbol:K) and the New York Stock Exchange
(symbol:KGC).
Media Contact Louie
DiazDirector, Corporate Communicationsphone: 416-369-6469
louie.diaz@kinross.com
Investor Relations ContactTom
Elliott
Senior Vice-President, Investor Relations and Corporate
Development
phone:
416-365-3390
tom.elliott@kinross.com
Source: Kinross Gold Corporation
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