KINROSS announced today that its board of directors has adopted a Shareholder Rights Plan
Toronto, Ontario -- KINROSS GOLD CORPORATION (TSE-K; NYSE-KGC) announced today that its board of directors has adopted a Shareholder Rights Plan to ensure all shareholders are treated fairly in any transaction involving a change of control of Kinross. The Plan will address Kinross's concern that existing legislation does not permit sufficient time for the board of directors and shareholders of Kinross to properly evaluate a take-over bid or peruse alternatives with a view to maximizing shareholder value.
The Plan is similar to those adopted by other Canadian companies, is consistent with corporate practice and addresses guidelines for such plans set out by institutional investors. The Plan was not adopted in response to any specific take-over threat and Kinross is not aware of any pending or threatened take- over bids for Kinross. The Plan is not intended to prevent take-over bids. "Permitted Bid" provisions of the Plan do not invoke the dilutive effects of the Plan if a bid meets certain requirements intended to protect the interests of all shareholders. A bid will be a Permitted Bid if it is made by way of a take- over bid circular, remains open for a minimum of 60 days and otherwise complies with the Permitted Bid provisions of the Plan. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of Kinross or the commencement of a take-over bid that is not a Permitted Bid.
One right has been issued for each of the 298,273,676 common shares of Kinross outstanding as of November 3, 2000. The rights will trade together with the common shares and will not be separable from the common shares or exercisable unless a take-over bid is made which does not comply with the Permitted Bid requirements. In such event, such rights will entitle shareholders, other than shareholders making the take-over bid, to purchase additional common shares of Kinross at a substantial discount to the market price at the time. Kinross has received regulatory approval from The Toronto Stock Exchange for the adoption of the Plan. The Plan must be ratified by shareholders of Kinross at a meeting to be held on or before May 3, 2001. A complete copy of the Plan is available from the Secretary of Kinross.
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