Adoption of New Shareholder Rights Plan
SouthernEra Adopts New Shareholder Rights Plan
Shares Issued and Outstanding: 74,166,193
TSX: SUF
AIM: SRE
TORONTO, March 29 /CNW/ - SouthernEra Resources Limited ('SouthernEra')
(TSX: SUF; AIM:SRE) announced today that its Board of Directors has adopted a
new shareholder rights plan (the 'Plan'), subject to all necessary regulatory
and shareholder approvals. The Plan is designed to ensure that SouthernEra's
shareholders are treated fairly in the event of a take-over bid for
SouthernEra's common shares and that SouthernEra's Board of Directors and
shareholders will have adequate time to evaluate any unsolicited take-over bid
and, if appropriate, to evaluate and pursue other alternatives to maximize
shareholder value.
The Plan was not adopted in response to any actual or threatened
take-over bid or other proposal from a third party to acquire control of
SouthernEra.
The Plan is effective as of March 29, 2004(the 'Effective Date').
However, in accordance with the requirements of the Toronto Stock Exchange,
SouthernEra shareholders will be asked to confirm the Plan at the next general
meeting of shareholders. If approved by shareholders, the Plan will be in
effect until March 29, 2010, the sixth anniversary of the Effective Date, but
must be reconfirmed by shareholders at the 2007 annual general meeting.
At the close of business on the Effective Date, one right (a 'Right')
will be issued and attached to each common share of SouthernEra outstanding at
that time. A Right will also attach to each common share of SouthernEra issued
after the Effective Date. If shareholders do not confirm the Plan at the
upcoming general meeting, the Plan and the Rights will terminate and cease to
be effective.
The Plan is similar to shareholder rights plans recently adopted by
several other Canadian companies. The Plan is not intended to block take-over
bids. The Plan includes 'Permitted Bid' provisions which will prevent the
dilutive effects of the Plan from operating if a take-over bid is made by way
of a take-over bid circular that remains open for a minimum of 60 days and is
accepted by the holders of not fewer than 50% of the common shares held by
independent shareholders. The Plan will be triggered by an acquisition, other
than pursuant to a Permitted Bid, of 20% or more of the outstanding common
shares of SouthernEra or the commencement of a take-over bid that is not a
Permitted Bid. Details of the Plan will be included in the proxy circular sent
to SouthernEra's shareholders for the upcoming general meeting.
SouthernEra is an independent producer of platinum group metals (PGM's)
and diamonds. The company also has an extensive PGM and diamond exploration
program. The common shares are listed on the Toronto Stock Exchange and the
LondonStock Exchange AIM.
For further information: SouthernEra Resources Limited: Patrick C.
Evans, President and CEO, Telephone: (416) 359-9282, Fax: (416) 359-9141,
e-mail: inbox(at)southernera.com
(SRE SUF.)
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