Euro Ressources rights offering
2007-09-28 18:40 MT - Rights Offering
TSX bulletin 2007-1395
ISIN for rights: FR001052 62 4 4
Shareholder entitlement: One right for each common share held on the record date
Terms of the rights: Five rights plus 0.75 euro for one additional common share
Expiry time: 4 p.m. (Paris time), Nov. 2, 2007
Ex rights date on the Toronto Stock Exchange: Oct. 3, 2007
Record date: Oct. 8, 2007
Additional information is contained in the rights offering circular dated Sept. 25, 2007, which is available at www.sedar.com. Terms not otherwise defined, are as defined therein.
Holders of common shares of record as of the close on Monday, Oct. 8, 2007, will be granted the right to subscribe for one common share of the company for every five common shares held on such record date at a subscription price of 0.75 euro per common share. The rights will not be traded on the TSX. The rights will be traded on the Euronext Paris. No certificates representing the rights will be issued. Rather, the company's master register, which is maintained in Paris, will be amended to reflect that each registered holder of common shares will also hold the equivalent number of rights on the record date. Persons who beneficially own common shares and whose names do not appear on the master register should contact their stockbroker, investment dealer, intermediary or the registered shareholder for instructions. The rights will expire at 4 p.m. (Paris time) on Nov. 2, 2007.
The common shares will commence trading on an ex rights basis on the TSX at the open on Wednesday, Oct. 3, 2007.
The circular discloses that in order to trade rights through Euronext Paris, a holder of rights resident in Canada should contact their Canadian investment dealer or stockbroker to make arrangements to effect such a trade and settlement. The company makes no representations to holders of rights resident in Canada that they will be able to effect and settle any such trade in a timely manner or that the brokerage and other fees associated with such trade will not be prohibitively expensive.
The circular also discloses that under French corporate law, there is a minimum condition that at least 75 per cent of the rights be exercised in order for any offered shares to be issued. In the event this condition is not satisfied, the subscription proceeds will be returned in full to each exercising holder of rights. Based on commitments received from third parties, the company expects this minimum condition will be satisfied.
Holders of rights may subscribe for common shares by completing and delivering the rights exercise form (Form 1) and the total applicable subscription price for such offered shares to the subscription agent at any of its offices set out in the circular.
A holder of rights who has fully exercised all of the rights granted to them will be entitled to subscribe for additional common shares, if available, at a price of 0.75 euro per share, by completing Form 2, as well as Form 1 and delivering such certificate and payment of the subscription price for each additional common share subscribed for to the subscription agent. If the total number of common shares subscribed for under the additional subscription privilege exceeds the number of shares available, the available shares will be allotted on a pro rata basis. If a participant in the additional subscription privilege is allotted a number of shares less than the number specified in Form 2 by such subscriber, the subscription agent will refund, without interest, the excess of the total subscription price paid by such participant. Fractional common shares will not be issued upon the exercise of rights. Where the exercise of rights would appear to entitle a holder of rights to receive fractional common shares, the holder's entitlement will be reduced to the next lowest whole number of common shares.
It is anticipated that the circular with applicable forms will be mailed to shareholders on or about Oct. 8, 2007.
Pursuant to an agreement dated June 15, 2007, Golden Star Resources Ltd. has agreed to subscribe for up to $5-million (U.S.) of the remaining offered shares not otherwise subscribed for at the expiry time, subject to certain conditions. Pursuant to an agreement dated Sept. 21, 2007, Macquarie Bank Ltd. has agreed to subscribe for up to 500,000 of the remaining offered shares not otherwise subscribed for at the expiry time, subject to certain conditions.
Investors should contact their brokers for information or advice on their investments.
