Banro adopts Shareholder Rights Plan
May 02 2005 - 12:45PM
PR Newswire (US)
Banro adopts Shareholder Rights Plan TORONTO, May 2
/PRNewswire-FirstCall/ -- Banro Corporation ("Banro" or the
"Corporation") (AMEX - "BAA"; TSX-V - "BAA") announces that its
board of directors (the "Board") has adopted a Shareholder Rights
Plan (the "Plan"), similar to existing shareholder rights plans
adopted by other Canadian public companies. The objectives of the
Plan are to ensure, to the extent possible, that all shareholders
of the Corporation are treated equally and fairly in connection
with any take-over bid for the Corporation. The Plan discourages
discriminatory, coercive or unfair take-overs of the Corporation
and gives the Corporation's Board time if, in the circumstances,
the Board determines it is appropriate to take such time, to pursue
alternatives to maximize shareholder value in the event an
unsolicited take-over bid is made for all or a portion of the
outstanding common shares of the Corporation (the "Common Shares").
In order to implement the adoption of the Plan, the Board
authorized the issuance of one right in respect of each Common
Share outstanding at the close of business on April 29, 2005 (the
"Record Time"). In addition, the Board authorized the issuance of
one right in respect of each additional Common Share issued after
the Record Time. The rights trade with and are represented by
Banro's Common Share certificates, including certificates issued
prior to the Record Time. Until such time as the rights separate
from the Common Shares and become exercisable, rights certificates
will not be distributed to shareholders. If a person, or a group
acting in concert, acquires (other than pursuant to an exemption
available under the Plan) beneficial ownership of 20% or more of
the Common Shares, rights (other than those held by such acquiring
person which will become void) will separate from the Common Shares
and permit the holder thereof to purchase Common Shares at a 50%
discount to their market price. A person, or a group acting in
concert, who is the beneficial owner of 20% or more of the
outstanding Common Shares as of the Record Time is exempt from the
dilutive effects of the Plan provided such person (or persons) does
not increase its beneficial ownership by more than 1% (other than
in accordance with the terms of the Plan). At any time prior to the
rights becoming exercisable, the Board may waive the operation of
the Plan with respect to certain events before they occur. The
issuance of the rights is not dilutive until the rights separate
from the underlying Common Shares and become exercisable or until
the exercise of the rights. The issuance of the rights will not
change the manner in which shareholders currently trade their
Common Shares. The Plan is subject to the approval of the TSX
Venture Exchange, and requires confirmation by Banro shareholders
within six months of the Plan's effective date, being April 29,
2005. If the Plan is not confirmed by shareholders, the Plan and
all outstanding rights will terminate and be void and of no further
force and effect. It is intended that the Plan will be considered
by Banro shareholders at the annual and special meeting of
shareholders scheduled for June 29, 2005. The Plan is not being
proposed in response to, or in contemplation of, any specific
take-over bid for Banro. The Board did not adopt the Plan to
prevent a take-over of the Corporation, to secure the continuance
of management or the directors in their respective offices or to
deter fair offers for the Common Shares. The Corporation also
announces that it has retained the Los Angeles area firm of
National Media Associates ("NMA") to conduct media awareness
programs on behalf of the Corporation. Headed by Mr. George Duggan,
NMA is a long-term media-relations specialist in the natural
resource and gold exploration sectors. The Corporation will pay NMA
a monthly fee of US$8,000 for a six month term, and may renew the
agreement by mutual consent. Pursuant to the agreement, which is
subject to the approval of the TSX Venture Exchange, the
Corporation has also granted to NMA, pursuant to the terms of the
Corporation's stock option plan, 200,000 stock options, each such
stock option entitling the holder to purchase one Common Share at a
price of Cdn$5.25 for a period of three years. Banro is a
Canadian-based gold exploration company focused on the development
of its four wholly-owned properties in the South Kivu and Maniema
provinces of the Democratic Republic of the Congo. The TSX Venture
Exchange does not accept responsibility for the adequacy or
accuracy of this press release. DATASOURCE: Banro Corporation
CONTACT: please visit our website at http://www.banro.com/, or
contact: Peter Cowley, President and C.E.O., United Kingdom, Tel:
(44) 790-454-0856; Arnold T. Kondrat, Executive Vice-President,
Toronto, Ontario, or Martin Jones, Vice-President, Corporate
Development, Toronto, Ontario, Tel: (416) 366-2221
Copyright