First Quantum shores up takeover defence
TSX-listed First Quantum Minerals (FQM) has taken steps to better defend itself against possible takeovers by adopting a new shareholder rights plan, as well as an advance notice policy related to the election of directors.
The rights plan, which became effective from January 6, is intended to ensure that all FQM shareholders are treated fairly during any takeover bids for the company.
One right attaches to each issued and outstanding common share of FQM.
The company explained in a statement on Monday that the rights would become exercisable in the event that any person becomes a beneficial holder of 20% or more of FQM’s outstanding common shares without complying with the “permitted bid” provisions related to the rights plan.
While the rights plan is effective already, the company will seek shareholder ratification of the plan at its upcoming yearly general meeting in about two to three months’ time.
This comes after Chinese firm Jiangxi Copper in December became FQM’s largest shareholder by acquiring an 18% interest in the company following the $1.1-billion buyout of Cupric Holdings.
FQM president Clive Newall, at the time, denied media speculation that the company had received new takeover offers from Jiangxi or diversified miner Rio Tinto.
Meanwhile, the advance notice policy outlines a process to be followed should a shareholder wish to nominate persons for election of FQM directors.
The policy fixes a deadline by which shareholders must submit director nominations to FQM before any meeting of shareholders at which directors will be elected. The notice should include certain information about the proposed nominee for them to qualify for election as a director.
FQM stated that the rationale of the policy was to ensure that all shareholders received adequate time and information with respect to all nominees, and that an organised and efficient procedure take place at meetings of the shareholders of the company.
This policy will also be ratified during the upcoming shareholders meeting.
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