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
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
The Plan is scheduled to expire on September 17, 2014.
A copy of the Plan will be available on the Company's website at www.bennettenv.com and on SEDAR at www.sedar.com.
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.