SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2018
Commission File Number: 001-13382
KINROSS GOLD CORPORATION
(Translation of registrant's name into English)
17th Floor, 25 York Street,
Toronto, Ontario M5J 2V5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ | No x |
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2b:
This Current Report on Form 6-K, dated March 15, 2018 is specifically incorporated by reference into Kinross Gold Corporation's Registration Statements on Form S-8 [Registration No. 333-217099, filed on April 3, 2017 and Registration Nos. 333-180824, 333-180823 and 333-180822, filed on April 19, 2012.]
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This report on Form 6-K is being furnished for the sole purpose of providing a copy of the press release dated March 15, 2018 in which Kinross Gold Corporation announced the adoption of a new Shareholder Rights Plan.
INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
99.1 | Press Release dated March 15, 2018 |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KINROSS GOLD CORPORATION | |
Signed: //Kathleen M. Grandy// | |
Vice President, Assistant General Counsel and Corporate Secretary |
March 15, 2018
Exhibit 99.1
Kinross Gold Corporation
25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 |
NEWS RELEASE
Kinross adopts new shareholder rights plan
Toronto, Ontario – March 15, 2018 – Kinross Gold Corporation (TSX:K; NYSE:KGC) (“Kinross”) announced today that it has adopted a new shareholder rights plan (the “New Plan”) to take effect on March 29, 2018. The New Plan will replace the current shareholder rights plan, which will expire on March 29, 2018.
The New Plan will ensure that Kinross and its shareholders continue to receive the benefits associated with the current shareholder rights plan. As with the current plan, the New Plan is designed to ensure that all Kinross shareholders have an equal opportunity to participate in a take-over bid and receive full and fair value for their Kinross common shares (the "Common Shares"). The New Plan is similar to plans recently adopted by other Canadian companies and approved by their shareholders.
Subject to the receipt of requisite regulatory approvals, shareholder ratification at the Annual and Special Meeting of Shareholders on May 9, 2018 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.
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 of Directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase Common Shares at a 50% discount to the market price at the time.
Under the New Plan, a “Permitted Bid” is a bid made to all shareholders, must be open for a minimum of 105 days (or such shorter period as is permitted under the new bid regime) and must contain certain conditions, including that no shares will be taken up and paid for unless 50% of the shares of the class subject to the bid that are held by independent shareholders are tendered to the bid.
A number of minor changes were also made to ensure the New Plan is aligned with industry best practices and reflects Kinross’ ability to record share ownership electronically via the Direct Registration System.
A material change report and a complete copy of the New Plan will be filed on SEDAR.
About Kinross Gold Corporation
Kinross is a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Russia, Mauritania, Chile and Ghana. Kinross’ focus is on delivering value based on the core principles of operational excellence, balance sheet strength, disciplined growth and responsible mining. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
www.kinross.com
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Kinross Gold Corporation
25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 |
Media Contact
Louie Diaz
Director, Corporate Communications
phone: 416-369-6469
louie.diaz@kinross.com
Investor Relations Contact
Tom Elliott
Senior Vice-President, Investor Relations and Corporate Development
phone: 416-365-3390
tom.elliott@kinross.com
Source: Kinross Gold Corporation
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