NEW YORK, Feb. 7, 2012 /CNW/ - 0915988 B.C. Ltd. (the "Company") announces that its board of directors has adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan is designed to ensure fair treatment for all shareholders in the event of a take-over bid or any other attempt to acquire a controlling interest in the Company. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid or corporate transaction if, as and when such circumstances arise without facing undue pressure or coercions. The Rights Plan also provides the board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value.
The Company is not aware of any specific take-over bid for the Company that may be contemplated.
Provisions of the Rights Plan include the limitation on shareholder ownership at 20% of outstanding common shares in the absence of a take-over bid for all outstanding common shares and a requirement for a take-over bid to be open for a minimum of 60 days and be made equally to holders of common shares and class A non-voting shares of the Company. The Rights Plan is effective immediately. The Rights Plan will be available for viewing at www.sedar.com under the Company's profile.
The Company also announces that its board of directors has adopted a stock option plan (the "Option Plan"). The purpose of the Option Plan is to attract, retain and motivate qualified directors, executives, employees and consultants and to reward them for their contributions toward the goals and success of the Company. Pursuant to the terms of the Option Plan, the board of directors of the Company may designate directors, senior officers, employees and consultants of the Company eligible to receive options to acquire such numbers of common shares as the board may determine, each option so granted being for a term specified by the board up to a maximum of five years from the date of grant.
The maximum number of common shares reserved for issuance for options granted under the Option Plan at any time is 10% of the issued and outstanding common shares in the capital of the Company, which is currently 37,342,683 common shares. Pursuant to the Option Plan, the board of directors of the Company has granted options to purchase 3,734,268 common shares of the Company to certain directors and officers (the "Options"). The Options vest immediately and are valid until January 31, 2017.
For additional information, please contact:
Ho Kwun Cheong
President and Chief Executive Officer
Tel. (604) 408-8538
SOURCE 0915988 B.C. Ltd.