Banro Adopts Shareholder Rights Plan
May 2nd, 2005
Toronto, Canada: Banro Corporation (“Banro” or the “Corporation”) (AMEX - “BAA”; TSX-V - “BAA”) announces that its board of directors (the “Board”) has adopted a Shareholder Rights Plan (the “Plan”), similar to existing shareholder rights plans adopted by other Canadian public companies.
The objectives of the Plan are to ensure, to the extent possible, that all shareholders of the Corporation are treated equally and fairly in connection with any take-over bid for the Corporation. The Plan discourages discriminatory, coercive or unfair take-overs of the Corporation and gives the Corporation’s Board time if, in the circumstances, the Board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited take-over bid is made for all or a portion of the outstanding common shares of the Corporation (the “Common Shares”).
In order to implement the adoption of the Plan, the Board authorized the issuance of one right in respect of each Common Share outstanding at the close of business on April 29, 2005 (the “Record Time”). In addition, the Board authorized the issuance of one right in respect of each additional Common Share issued after the Record Time. The rights trade with and are represented by Banro’s Common Share certificates, including certificates issued prior to the Record Time. Until such time as the rights separate from the Common Shares and become exercisable, rights certificates will not be distributed to shareholders.
If a person, or a group acting in concert, acquires (other than pursuant to an exemption available under the Plan) beneficial ownership of 20% or more of the Common Shares, rights (other than those held by such acquiring person which will become void) will separate from the Common Shares and permit the holder thereof to purchase Common Shares at a 50% discount to their market price. A person, or a group acting in concert, who is the beneficial owner of 20% or more of the outstanding Common Shares as of the Record Time is exempt from the dilutive effects of the Plan provided such person (or persons) does not increase its beneficial ownership by more than 1% (other than in accordance with the terms of the Plan). At any time prior to the rights becoming exercisable, the Board may waive the operation of the Plan with respect to certain events before they occur.
The issuance of the rights is not dilutive until the rights separate from the underlying Common Shares and become exercisable or until the exercise of the rights. The issuance of the rights will not change the manner in which shareholders currently trade their Common Shares.
The Plan is subject to the approval of the TSX Venture Exchange, and requires confirmation by Banro shareholders within six months of the Plan’s effective date, being April 29, 2005. If the Plan is not confirmed by shareholders, the Plan and all outstanding rights will terminate and be void and of no further force and effect. It is intended that the Plan will be considered by Banro shareholders at the annual and special meeting of shareholders scheduled for June 29, 2005.
The Plan is not being proposed in response to, or in contemplation of, any specific take-over bid for Banro. The Board did not adopt the Plan to prevent a take-over of the Corporation, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the Common Shares.
The Corporation also announces that it has retained the Los Angeles area firm of National Media Associates (“NMA”) to conduct media awareness programs on behalf of the Corporation. Headed by Mr. George Duggan, NMA is a long-term media-relations specialist in the natural resource and gold exploration sectors. The Corporation will pay NMA a monthly fee of US$8,000 for a six month term, and may renew the agreement by mutual consent. Pursuant to the agreement, which is subject to the approval of the TSX Venture Exchange, the Corporation has also granted to NMA, pursuant to the terms of the Corporation’s stock option plan, 200,000 stock options, each such stock option entitling the holder to purchase one Common Share at a price of Cdn$5.25 for a period of three years.
Banro is a Canadian-based gold exploration company focused on the development of its four wholly-owned properties in the South Kivu and Maniema provinces of the Democratic Republic of the Congo.
For further information:
Peter Cowley, President & C.E.O.
United Kingdom, Tel: (44) 790-454-0856
Arnold T. Kondrat, Executive VP
Martin Jones, VP Corporate Development
Toronto, Ontario, Tel: (416) 366-2221
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.