11-17-2013, 09:48 PM
http://www.interoil.com/iocfiles/documen...2013-04-23 By-Laws Final.pdf
Text: (Approved in June 2013)
INTEROIL ADOPTS NEW SHAREHOLDER RIGHTS PLAN
AND NEW BYLAWS
Port Moresby and Houston, TX -- April 24, 2013 - InterOil Corporation (NYSE:IOC)
(POMSoX:IOC) announces the adoption of a new shareholder rights plan (the "New Rights Plan"
which will become effective on May 29, 2013, concurrent with the termination of the current
shareholders rights plan of InterOil, and the Company has also adopted new by laws, which became
effective on April 24, 2013.
Shareholder Rights Plan
InterOil adopted both the original rights plan and the New Rights Plan to ensure, to the extent
possible: (i) that all shareholders are treated fairly in connection with any takeover offer for the
Company, and (ii) in the event of an unsolicited bid, to ensure that the board of directors (the
"Board" is provided with a sufficient period of time to evaluate unsolicited takeover bids and to
is provided with a sufficient period of time to evaluate unsolicited takeover bids and to
explore and develop alternatives to maximize Shareholder value.
Under the terms of the New Rights Plan, one right will be issued by the Company for each
outstanding common share at the close of business on May 29, 2013, and for each common share
issued in the future (subject to the terms of the New Rights Plan). The rights issued under the New
Rights Plan become exercisable only if an offeror acquires or announces its intention to acquire
20% or more of the common shares of the Corporation without complying with the "Permitted Bid"
provisions of the New Rights Plan or without the approval of the Board.
Permitted Bids must be made to all holders of common shares of InterOil by way of a takeover bid
circular prepared in compliance with applicable securities laws and, among other things, must be
open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the
outstanding common shares other than those owned by the offeror and certain related parties have
been tendered and not withdrawn, the bidder may take up and pay for the shares but must extend the
bid for a further 10 days to allow other shareholders to tender to the bid.
If a takeover bid does not meet the Permitted Bid requirements of the New Rights Plan, the rights
will entitle InterOil shareholders, excluding the shareholder or shareholders making the takeover
bid, to purchase additional common shares of the Company at a substantial discount to the market
price of the common shares at that time.
The New Rights Plan is similar to the type of rights plans adopted by other Canadian incorporated
public companies and is substantially similar to the current shareholder rights plan. The New
Rights Plan is not being adopted in response to any actual or threatened takeover bid or other
proposal from a third party to acquire control of the Company.
InterOil expects to seek shareholder approval and ratification of the New Rights Plan at its
upcoming annual and special meeting of shareholders to be held on June 24, 2013. If the New
Rights Plan is not ratified at the meeting, the New Rights Plan and all rights issued thereunder will
terminate.
A copy of the New Rights Plan is available under InterOil's profile on SEDAR at www.sedar.com,
or you can request copies from InterOil's Secretary at 111 Somerset Road, TripleOne Somerset,
#06-05, Singapore 238164. You can also obtain a copy of the New Rights Plan on InterOil's
website (www.interoil.com).
New Bylaws Advance Notice Requirement for Nominating Directors
The Board adopted new bylaws effective April 24, 2013, which replaced its previous by laws
initially adopted in 2007. The new bylaws implement advance notice provisions in respect of the
election of directors at shareholder meetings and also to include comprehensive procedures
consistent with the Business Corporations Act (Yukon) and with by laws of other public companies
incorporated in Canada.
The advance notice provisions in the new bylaws fix a deadline by which shareholders must submit
a notice of director nominations to the Company prior to any annual or special meeting of
shareholders where directors are to be elected and sets forth the information that a shareholder must
include in the notice for it to be valid. In the case of an annual meeting of shareholders, notice to
InterOil must be given not less than 30 nor more than 65 days prior to the date of the annual
meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50
days after the date on which the first public announcement of the date of the annual meeting was
made, notice must be given not later than the close of business on the 10th day following such
public announcement. In the case of a special meeting of shareholders (that is not also an annual
meeting), notice to InterOil must be given not later than the close of business on the 15th day
following the day on which the first public announcement of the date of the special meeting was
made.
The new bylaws also amend the old by laws to:
1) increase the quorum requirement for shareholder meetings from 5% to 25% of the
votes eligible to vote at the meeting, consistent with proxy advisory firm
recommendations;
2) introduce comprehensive provisions governing the borrowing of money and the
giving of guarantees and security by InterOil;
3) permit InterOil to hold shareholders' meetings by electronic means, and shareholders
to participate in, and vote at, meetings by electronic means;
4) include flexibility to accommodate the use of electronic book based or other non
certificated systems; and
5) include a number of amendments to ensure that the new bylaws conform to the
provisions of the Business Corporations Act (Yukon) and allow InterOil to respond to
evolving corporate practices, including, among others, comprehensive provisions
regarding director conflicts of interest, indemnification of directors and officers,
procedures governing shareholder and director meetings, the appointment and
removal of officers, and the payment of dividends.