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Post by Franko10 ™ on Jan 31, 2005 15:23:29 GMT -5
Kensington Resources Ltd. Adopts Shareholder Rights Plan
VICTORIA, British Columbia -- Kensington Resources Ltd. (TSX VENTURE:KRT) (the "Company") announced the adoption by its Board of Directors, subject to regulatory acceptance, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. In making the announcement, the Company said it is not aware of any specific take-over bid for the Company that has been made or is contemplated. The terms of the Plan are identical to the Company's previous shareholder rights plan which expired on June 29, 2004.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on the date that the Company's transfer agent, Computershare Trust Company of Canada, executes the agreement implementing the Plan. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
On the occurrence of certain triggering events, including the acquisition by a person or group of persons of 20% or more of the votes attached to all outstanding voting shares of the Company in a transaction not approved by the Board of Directors, the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a 50% discount to the prevailing market price of the shares. The Rights are not triggered by purchases of voting shares made pursuant to a "Permitted Bid" made to all holders of common shares on identical terms. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and must comply with certain other conditions set out in the agreement signed to implement the Plan.
Although the Rights Plan is effective upon its adoption, the Company intends to submit the Plan to the shareholders of the Company for confirmation within six months from the date of adoption of the Plan.
Using the expertise of proven management and world-class, experienced technical advisors, Kensington Resources Ltd. is actively involved in confirming the economic potential of this diamond project and moving the project forward to a development decision as rapidly as possible. The Fort a la Corne Diamond Project is a joint venture among Kensington Resources Ltd. (42.25%), De Beers Canada Exploration Inc., a wholly owned subsidiary of De Beers (42.25%), Cameco Corporation (5.5%) and UEM Inc. (carried 10%). The 71+ kimberlite bodies of the Fort a la Corne Field form one of the largest diamondiferous clusters in the world.
TRADING SYMBOL: KRT-TSX.V
FORM 20-F FILE #0-24980
LISTED IN STANDARD & POOR'S
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
COPYRIGHT 2004 Business Wire
COPYRIGHT 2004 Gale Group
VICTORIA, British Columbia -- Kensington Resources Ltd. (TSX VENTURE:KRT) (the "Company") announced the adoption by its Board of Directors, subject to regulatory acceptance, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. In making the announcement, the Company said it is not aware of any specific take-over bid for the Company that has been made or is contemplated. The terms of the Plan are identical to the Company's previous shareholder rights plan which expired on June 29, 2004.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on the date that the Company's transfer agent, Computershare Trust Company of Canada, executes the agreement implementing the Plan. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
On the occurrence of certain triggering events, including the acquisition by a person or group of persons of 20% or more of the votes attached to all outstanding voting shares of the Company in a transaction not approved by the Board of Directors, the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a 50% discount to the prevailing market price of the shares. The Rights are not triggered by purchases of voting shares made pursuant to a "Permitted Bid" made to all holders of common shares on identical terms. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and must comply with certain other conditions set out in the agreement signed to implement the Plan.
Although the Rights Plan is effective upon its adoption, the Company intends to submit the Plan to the shareholders of the Company for confirmation within six months from the date of adoption of the Plan.
Using the expertise of proven management and world-class, experienced technical advisors, Kensington Resources Ltd. is actively involved in confirming the economic potential of this diamond project and moving the project forward to a development decision as rapidly as possible. The Fort a la Corne Diamond Project is a joint venture among Kensington Resources Ltd. (42.25%), De Beers Canada Exploration Inc., a wholly owned subsidiary of De Beers (42.25%), Cameco Corporation (5.5%) and UEM Inc. (carried 10%). The 71+ kimberlite bodies of the Fort a la Corne Field form one of the largest diamondiferous clusters in the world.
TRADING SYMBOL: KRT-TSX.V
FORM 20-F FILE #0-24980
LISTED IN STANDARD & POOR'S
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
COPYRIGHT 2004 Business Wire
COPYRIGHT 2004 Gale Group
