March 31, 2011
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Amber Capital LP: Press Release and Early Warning Report
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NEW YORK, NEW YORK--(Marketwire - March 31, 2011) -
1. Name and address of the offeror.
Amber Capital LP
900 Third Avenue
Suite 200
New York, NY 10022
2. The designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of which
the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release, and
whether it was ownership or control that was acquired in those
circumstances.
On March 31, 2011, Amber Capital LP, on behalf of Amber Global
Opportunities Master Fund Ltd., PM Manager Fund, SPC on behalf of and
for the account of Segregated Portfolio 22 and Amber Latin America LLC
on behalf of and for the account of Series One and Series Three, which
are investment funds managed by it (collectively, the "Offeror"),
acquired ownership and control of 1,684,400 common shares (the "Acquired
Shares") of Greystar Resources Ltd. (the "Company"). The Acquired Shares
represent approximately 2.00% of the issued and outstanding common
shares of the Company (based upon the 84,222,987 common shares stated to
be outstanding as of March 25, 2011 by the Company in the Company's
Management's Discussion and Analysis for the year ended December 31,
2010, filed with Canadian securities regulators on March 25, 2011).
3. The designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file a news release.
After giving effect to the acquisition noted in item 2 above, the
Offeror beneficially owns and controls 15,160,143 common shares in the
capital of the Company, representing in the aggregate approximately 18%
of the outstanding common shares of the Company (based upon the
84,222,987 common shares stated by the Company to be outstanding as of
March 25, 2011).
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred
to in paragraph 3 over which:
i. the offeror, either alone or together with joint actors, has
ownership and control,
After giving effect to the acquisition noted in item 2 above, the
Offeror beneficially owns and controls 15,160,143 common shares in
the capital of the Company, representing in the aggregate
approximately 18% of the outstanding common shares of the Company
(based upon the 84,222,987 common shares stated by the Company to be
outstanding as of March 25, 2011).
ii. the offeror, either alone or together with joint actors, has
ownership but control is held by other persons or companies other
than the offeror or any joint actor,
Not applicable.
iii.the offeror, either alone or together with joint actors, has
exclusive or shared control but does not have ownership.
Not applicable.
5. The name of the market in which the transaction or occurrence that gave
rise to the news release took place.
The Toronto Stock Exchange ("TSX").
6. The value, in Canadian dollars, of any consideration offered per
security if the offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a news
release.
The Acquired Shares were purchased on the TSX at an average price of
$2.625 per common share.
7. The purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release, including
any future intention to acquire ownership of, or control over,
additional securities of the reporting issuer.
The Offeror acquired the Acquired Shares for investment purposes and may
or may not purchase or sell securities of the Company in the future on
the open market or in private transactions, depending on market
conditions and other factors material to the Offeror's investment
decisions, and reserves the right to dispose of any or all of its
securities in the open market or otherwise, at any time and from time to
time, and to engage in any hedging or similar transactions with respect
to the securities.
The Offeror may seek to influence the strategic direction of the
Company, which may occur through discussions with representatives of the
Company or by influencing control of the Company's board of directors.
8. The general nature and the material terms of any agreement, other than
lending arrangements, with respect to securities of the reporting
issuer, entered into by the offeror, or any joint actor, and the issuer
of the securities or any other entity in connection with the transaction
or occurrence giving rise to the news release, including agreements with
respect to the acquisition, holding, disposition or voting of any
securities.
Not applicable.
9. The names of any joint actors in connection with the disclosure required
by this form.
Not applicable.
10. In the case of a transaction or occurrence that did not take place on a
stock exchange or other market that represents a published market for
the securities, including an issuance from treasury, the nature and
value in Canadian dollars of the consideration paid by the offeror.
Not applicable.
11. If applicable, a description of any change in any material fact set out
in a previous report by the entity under the early warning requirements
or Part 4 of National Instrument 62-103 in respect of the reporting
issuer's securities.
Not applicable.
12. If applicable, a description of the exemption from securities
legislation being relied on by the offeror and the facts supporting that
reliance.
Not applicable.
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