VANCOUVER (miningweekly.com) – Dual-listed miner Kinross Gold has adopted a new shareholder rights plan to replace the expiring existing document from March 29, the company announced on Thursday.

The new plan will ensure that Kinross and its shareholders continue to receive the benefits associated with the current shareholder rights plan, designed to ensure that shareholders have an equal opportunity to participate in a take-over bid and receive full and fair value for their Kinross common shares.

The new plan is similar to plans recently adopted by other Canadian companies and approved by their shareholders, the company noted.

Subject to the receipt of requisite regulatory approvals, shareholder ratification at the annual and special meeting of shareholders on May 9, and shareholder reconfirmation at Kinross' annual shareholder meetings in 2021 and 2024, the new plan will remain in effect until the conclusion of Kinross' annual shareholder meeting in 2027.

Toronto-based Kinross advised that the new plan includes amendments that reflect changes to the legislative framework governing take-over bids in Canada that came to force in 2016. These amendments include: lengthening the minimum bid period to 105 days (from the previous 35 days); requiring that all non-exempt take-over bids meet a minimum tender requirement of more than 50% of the outstanding securities of the class subject to the bid held by independent shareholders; and, requiring a minimum ten-day extension after the minimum tender requirement is met.

Under this new regime, a target issuer also has the ability to voluntarily reduce the minimum bid period to not less than 35 days. Additionally, the minimum bid period may be automatically reduced if the board chooses to proceed with an alternative change of control transaction.

The rights issued under the new plan will initially attach to and trade with the common shares and no separate certificates will be issued unless an event triggering these rights occurs.

The rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20% or more of the outstanding shares without complying with the 'permitted bid' provisions of the new plan, or without approval of the board. Should such an acquisition occur or be announced, the poison pill, upon exercise, entitles a rights holder, other than the acquiring person and related persons, to purchase stock at a 50% discount to the market price at the time.