BCSC panel releases reasons for cease-trading Petaquilla Minerals shareholder rights plan

VANCOUVER, Nov. 29, 2012 /CNW/ - A British Columbia Securities Commission panel has released the reasons for its decision on October 31, 2012 to make orders in connection with a take over bid of Petaquilla Minerals Ltd. by Inmet Mining Corporation.

On September 5, 2012, Inmet announced its intention to make an all-share bid for the outstanding common shares of Petaquilla for cash, common shares of Inmet, or a combination thereof, at the election of each holder of Petaquilla shares. On September 28, 2012, the offer was formally commenced by Inmet's filing a take-over bid circular.

Inmet applied to the commission for an order cease trading a shareholder rights plan adopted by Petaquilla in October 2010.  Inmet also applied for an order cease trading a proposed offering by Petaquilla of senior secured notes.

Petaquilla applied to the commission for an order to cease trade any securities that may be issued pursuant to Inmet's offer or, alternatively, an order that Inmet amend or vary its take-over bid circular to include information regarding a dispute between the two companies.

On October 31, 2012, the panel granted Inmet's applications and dismissed Petaquilla's application.

The panel ordered that if Petaquilla did not waive the rights plan in relation to the offer, it would cease-trade the securities issued or to be issued in connection with the Petaquilla rights plan. In its reasons, the panel said that it did so because the evidence did not establish that there was a real and substantial possibility of an alternative transaction emerging for Petaquilla shareholders to consider.

The panel cease traded the notes offering because it could have had the effect of denying Petaquilla shareholders the opportunity to consider and tender into the Inmet offer.  The panel noted that the evidence was that there would be no adverse impact on Petaquilla as a result of the order.

The panel said it dismissed Petaquilla's application because the parties' disclosures made during the course of the bid were adequate to ensure that Petaquilla shareholders were not deprived of material information in considering whether to accept the Inmet offer.

The B.C. Securities Commission is the independent provincial government agency responsible for regulating trading in securities within the province. You may view the decision on our website, www.bcsc.bc.ca, by typing Inmet Mining Corporation, Petaquilla Minerals Ltd. or 2012 BCSECCOM 442 in the search box.  Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.

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SOURCE: British Columbia Securities Commission