Grey Horse Announces Adoption of
Shareholder Rights Plan
Toronto, Ontario, April 24, 2009 - Grey Horse Corporation (TSX: GHC)
("Grey Horse" or "the Corporation"), a Canadian financial services company serving the corporate
and institutional market, today announced the adoption by its Board of Directors of a
Shareholder Rights Plan
(the "Plan"). The Plan is effective immediately, and will be submitted for ratification by Grey Horse's
shareholders at the shareholders meeting to be held May 28, 2009. If the Plan is not ratified by
shareholders at the meeting, it and all of the rights outstanding at the time will terminate.
The purpose of the Plan is to provide the Grey Horse Board of Directors with sufficient time to
explore and develop alternatives for maximizing shareholder value if a take-over bid is made for
the Company and to ensure every shareholder has an equal opportunity to participate in such a bid.
The Plan is not intended to deter take-over proposals.
Shareholder Rights Plans have developed over the past twenty years to achieve the above purpose.
In the event of certain take-over bids, the Plan results in the issue to shareholders, other
than the bidder, of rights to subscribe for significant numbers of shares at a discounted price.
That in turn results in an increase in the corporation’s issued and outstanding shares and a
corresponding increase in the cost of making a takeover bid. However, the rights issue is not
the primary intent of the Plan. Rather, the rights issue is the mechanism that encourages potential
bidders to structure potential take-over bids in order to comply with the Plan. A bid that
complies with the plan has two major features:
- To provide directors and shareholders with more time to assess the bid and, if considered advisable,
to solicit a better offer, the bid must remain open for forty-five (45) days, instead of the minimum
thirty-five (35) days required by securities laws.
- To ensure that all shareholders can participate equally in the bid, it must contain a provision that,
if more than fifty percent (50%) of the shares have been tendered, the bidder will make a public announcement
of that fact on the expiry date of the bid and extend the bid for another ten (10) days to give all
shareholders a chance to accept the offer.
Grey Horse is not aware of any take-over bid for the Company. The Plan has been adopted at this time
because the Board of Directors considers it to be a prudent measure to maximize shareholder value in
the current economic climate.
The Toronto Stock Exchange has accepted Grey Horse’s notice of filing of the Plan. The Plan will be
filed today and will be available for viewing on SEDAR at
www.sedar.com and on the Corporation’s website
at
www.greyhorsecorp.com.
About Grey Horse
Through its wholly owned subsidiaries, Grey Horse provides transfer agent, corporate trust, corporate secretary,
foreign exchange and limited market dealer services to corporations in North American capital markets.
Learn more at
www.greyhorsecorp.com.
For more information,
contact Kevin Reed, Vice-Chairman, or Paul G. Smith, President & CEO, of Grey Horse Corporation at (416) 361-0930.
The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.
Certain information included in press releases may
be forward-looking and involve risks and uncertainties. The
results or events predicted in such statements may differ
materially from actual results or events. Factors that might
cause a difference include, but are not limited to, competitive
developments, risks associated with Grey Horse’s
growth, the state of the financial markets, frequency of large
volume transactions, regulatory risks and other factors.
If and when forward-looking information is set out in this press release, Grey
Horse will also set out the material risk
factors or assumptions used to develop the forward-looking information.
Forward-looking information will be
updated as required pursuant to the requirements of National Instrument 51-102.
More detailed information about
potential factors that could affect Grey Horse’s financial and business results
is included in public documents Grey
Horse files from time to time with Canadian securities regulatory authorities.
