Dec. 21, 2012
Veris Gold Corp. (TSX: VG) (OTCQB: YNGFF) (Frankfurt Xetra Exchange: NG6A)
(the "Company"). The Company announces, subject to acceptance by the applicable securities regulatory authorities and further subject to ratification by the shareholders of the Company, that the Company has entered into a Shareholder Rights Plan Agreement (the "Plan") made as of
December 20, 2012
, with Computershare Trust Company of
for a term of three years.
The objective of the Board of Directors in adopting this Plan is to achieve full and fair value for the Company's shareholders in the event of an unsolicited take-over bid for the Company. The Plan is intended to give the Board of Directors and the shareholders of the Company a reasonable amount of time to fully consider a bid if one is made, and to protect the shareholders from unfair, abusive or coercive take-over strategies. By virtue of the Plan's implementation, anyone seeking to obtain control of the Company will be encouraged to negotiate with the Board of Directors prior to attempting a take-over, or to proceed by way of a "Permitted Bid". Current Canadian legislation permits a hostile bid to be made in as little as 35 days, giving insufficient time for value-creating strategies to be implemented or competing bids to be made, whereas the Plan as proposed would extend this time available to up to 60 days. The Company is not aware of any pending or threatened take-over bid for the Company.
Under the Plan, the Company has issued one Right for no consideration in respect of each outstanding common share of the Company to all holders of record of common shares at
12:01 a.m., Pacific time
December 20, 2012.
Hereafter, each common share issued by the Company during the term of the Plan will have one Right attached to it. The Rights will trade together with the common shares of the Company and will be represented by the certificates representing the common shares of the Company. The term of the Plan is three years unless the rights are earlier redeemed or exchanged.
The Rights are attached to the common shares and cannot be exercised until eight trading days after a triggering event has taken place. A triggering event is one of the following: (i) an Acquiring Person, as defined in the Plan, acquires 20% or more of the common shares of the Company; or (ii) an Acquiring Person announces his intention to make a take-over bid that would result in the person owning 20% or more of the outstanding common shares of the Company. Upon such a triggering event occurring, each Right would separate from the common share and thereafter entitle the holder to purchase common shares at a 50% discount to the market price, up to the amount of the
exercise price of the Right.
The Rights will not be separated from the shares if the Acquiring Person makes a Permitted Bid, defined in the Plan to mean a bid made pursuant to a take-over bid circular to all shareholders of the Company, which has a minimum deposit period of at least 60 days and pursuant to which not less than 50% of the common shares, other than those held by the Acquiring Person, are deposited and not withdrawn. The Permitted Bid concept is intended to provide protection to the Company and its shareholders while permitting shareholder democracy to operate by extending the time for deposit to ensure due consideration of the bid and allowing the bid to proceed if a majority of the shareholders tender their shares.