RE:RE:BB Correct me if Approval of Shareholder Rights Protection Plan was originally adopted on
Feb 17, 2017 with the following Conditions highlighted.
Every three years shareholders vote on the Rights Protection Plan for Adoption at AGM meetings. In my estimation the next vote to adopt the Rights Protection Plan will occur at the 2023 AGM Meeting.
Erin Ventures Inc.'s board of directors has agreed to implement a shareholder protection rights plan. The intended issuance of a rights plan is not in response to management's anticipation of any specific, current acquisition or transaction, nor is it intended to prevent a takeover of Erin, nor to secure continuance in office of management or the directors. The objective of the proposed rights plan is to give adequate time for the shareholders of Erin to properly assess the merits of a takeover bid without undue pressure, and to allow competing bids to emerge.
The rights plan is further designed to give the board of directors time to consider alternatives, with the intent of allowing shareholders the opportunity to receive full and fair value for their common shares.
The rights plan may discourage certain transactions. Adoption of the rights plan will not detract in any way from or lessen the duties of the board of directors to act honestly and in good faith with a view to the best interests of Erin and its shareholders, and to act in accordance with such standards when considering a bid made for the common shares of Erin.
The rights, to be issued under the plan once all regulatory and compliance requirements have been met, will become exercisable only if a party acquires 20 per cent or more of Erin's common shares without complying with the rights plan or without the approval of the board of directors of Erin. Under the proposed terms of the rights plan, those bids that meet certain requirements intended to protect the interests of shareholders are considered to be permitted bids.
A permitted bid must be made by way of a takeover bid circular prepared in compliance with applicable securities laws, remain open for 60 days and satisfy certain other conditions. Under the rights plan, Erin plans to issue one right in respect of each common share of Erin. In the event a takeover bid is made that does not meet the permitted bid requirements, those rights will entitle shareholders, other than any shareholder or group of shareholders making the takeover bid, to purchase additional common shares of Erin at a substantial discount to the market value of such common shares at the time. Erin is not aware of any pending or threatened takeover bids when the Share Holder Rights Plan was originally adopted.
IMO, with regards to what document is used during the negotiations process for a buyout our BOD's would be using the criteria in the Piskanja FS which would be completed in Part 2 documentation.
Hopefully this info is helpful for you, and answers your questions.
(bb-99)