BENEV Capital Inc. Adopts Shareholder Rights Plan
VANCOUVER, March 21, 2014 /CNW/ - BENEV Capital Inc. (NEX: BEV.H) (the "Corporation" or "BENEV") announced today it has adopted a tactical shareholder rights plan (the "Plan") to ensure, to the extent possible, that the shareholders of the Corporation and the board of directors (the "Board") have adequate time to consider and evaluate any unsolicited bid for the Corporation and to provide the Board with adequate time to identify, develop and negotiate any value-enhancing alternatives, if considered appropriate, to any such unsolicited bid. The Plan will also encourage the fair treatment of shareholders in connection with any take-over offer for the Corporation, and restrict private agreement purchases of 25% or more. Although the Plan is effective immediately, it remains subject to acceptance by the NEX board of the TSX Venture Exchange.
In connection with the Plan, the Board has authorized the issuance of one right in respect of each common share of the Company outstanding as of the close of business on March 21, 2014, and one right will attach automatically to each common share issued after such date. Each right entitles the holder of the right to purchase from the Company an additional common share of the Company at the exercise price, which has initially been set at CAD$10.00, subject to the terms and conditions set forth in the Plan.
The rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire beneficial ownership of shares which, when aggregated with its current holdings, total 25% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Plan or without the approval of the Board. Following the occurrence of such exercise event and subject to the terms and conditions of the Plan, each right would entitle the holder of the right, other than the acquiring person or any related persons, to exercise their right and purchase shares of the Company at a substantial discount to the market price at that time. The rights are not triggered, however, where a person is the beneficial owner of 25% or more of the outstanding common shares of the Company as of the close of business on March 21, 2014. Such persons are "grandfathered".
The Plan is not intended to prevent take-over bids. Under the Plan, a "Permitted Bid" may be made to all registered holders of voting shares in Canada by way of a takeover bid circular prepared in accordance with applicable securities laws and must comply with certain other conditions.
The Plan is scheduled to expire on September 17, 2014.
Forward Looking Statements
Certain information in this news release relating to the Company is forward-looking and related to anticipated events and strategies. When used in this context, words such as "will", "would", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties, which include, but are not limited to, regulatory and government decisions, economic conditions, and availability and cost of financing. The forward-looking statements contained in this news release represent the Company's expectations as of the date of this news release and are subject to change after such date. Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, the Company disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
SOURCE BENEV Capital Inc.For further information:
Sean Morrison, President and CEO
BENEV Capital Inc.