PERTH, WESTERN AUSTRALIA--(Marketwire - Jan. 7, 2013) - On December 6, 2012, Talison Lithium Limited ("Talison" or the "Company") (TLH.TO) announced that it had entered into a Scheme Implementation Agreement ("SIA") with Windfield Holdings Pty Ltd ("Windfield"), an Australian incorporated subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd, under which it is proposed that Windfield, or a wholly-owned entity of Windfield, will acquire the balance of the ordinary shares that it does not already own and options in Talison by way of schemes of arrangement for a cash consideration of C$7.50(1) ("Tianqi Schemes").
The Share Scheme Meeting and the Option Scheme Meeting
The Federal Court of Australia has ordered the convening of meetings of Talison Securityholders of Talison to consider the Tianqi Schemes ("Scheme Meetings").
The Share Scheme Meeting is to be held on February 27, 2013 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.00 am.
The Option Scheme Meeting is to be held on February 27, 2013 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.30 am (or immediately after the conclusion of the Share Scheme Meeting, whichever is later).
Scheme Booklet and Independent Expert's Report
The Federal Court has also approved the issue of the Scheme Booklet to be sent to Talison Securityholders. The Scheme Booklet explains the terms of the Tianqi Schemes, and the manner in which the Tianqi Schemes will be considered and implemented (if approved). Notices of the Scheme Meetings are included as Annexures H and I to the Scheme Booklet.
In accordance with Australian procedure, Ernst & Young Transaction Advisory Services Limited was appointed as the Independent Expert to opine on whether the Tianqi Schemes are in the best interests of Talison Securityholders.
The Independent Expert has concluded that the Tianqi Schemes are fair and reasonable and in the best interests of Talison Securityholders, in the absence of a superior proposal. The full Independent Expert's Report is included as Annexure A to the Scheme Booklet.
The Scheme Booklet has been registered by the Australian Securities and Investments Commission, as required by the Corporations Act 2001 (Cth).
The Scheme Booklet is available on SEDAR and on Talison's website.
In addition, the Scheme Booklet will be mailed to Talison Shareholders and Talison Optionholders on or about February 5, 2013.
Talison Securityholders should carefully read the Scheme Booklet in its entirety and the materials accompanying it before deciding how to vote on the Tianqi Schemes.
Recommendation of Directors
The Talison Directors have carefully considered the Tianqi Schemes and unanimously recommend that, in the absence of a superior proposal, Talison Securityholders vote in favour of the Tianqi Schemes. Each of the Talison Directors intends to vote the Shares and Options held or controlled by them as at the registered holder record date in favour of the Tianqi Schemes.
Support of Resource Capital Funds
The RCF Funds, together having a 36.2% shareholding interest in Talison, have each confirmed to Talison that, in the absence of an offer which the RCF Funds determine is superior, each of the RCF Funds intend to vote in favour of the Share Scheme in respect of the Talison Shares held by them at the relevant time.
Voting on the Share Scheme
In connection with the Share Scheme, there are two important dates for determining voting entitlement which are different for beneficial and registered shareholders.
- Beneficial Shareholders - the record date for determining eligibility of non-registered beneficial holders of Shares held by an intermediary with a registered address outside Australia ("Beneficial Shareholders") to vote on the Share Scheme is January 24, 2013. If you are a Beneficial Shareholder and hold Shares on January 24, 2013 or acquire Shares after that date, you should contact your intermediary or broker for instructions on how to provide your voting instructions and when they must be received. The cut-off date for voting instructions to be received by Computershare is anticipated to be February 22, 2013. Further details are provided in the Scheme Booklet.
- Registered Shareholders - In accordance with Australian requirements the record date for determining eligibility of registered shareholders to vote at the Scheme Meeting is February 25, 2013. Registered shareholders should refer to the Scheme Booklet for instructions on how to vote their Shares. The cut-off time for registered holders to submit their proxy is 11:00 am (Perth time) on February 25, 2013.
|January 24, 2013||Record Date for Notice of Meeting|
|January 24, 2013||Beneficial Holder Voting Record Date|
|February 5, 2013||Dispatch of Scheme Booklet to Talison Securityholders|
|February 25, 2013||Registered Holder Voting Record Date|
|February 27, 2013||Scheme Meetings|
|If the Schemes are approved by Talison Securityholders, the expected timetable for Implementation is:|
|March 12, 2013||Hearing of the Federal Court of Australia to approve the Schemes|
|March 12, 2013||Date on which the Schemes will take effect|
|March 13, 2013||Last day of trading of Talison Shares on TSX|
|March 19, 2013||Record date for determining Talison Securityholders entitled to receive the Scheme Consideration|
|March 26, 2013||Expected date for payment of the Scheme Consideration|
|*The above dates are indicative only and are subject to change.|
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release, including any information as to Talison's mineral reserve and mineral resource estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, may constitute "forward-looking information" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words, or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Talison, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors, estimates and assumptions include, but are not limited to: anticipated financial and operating performance of Talison, its subsidiaries and their respective projects; Talison's market position; future prices of lithium or lithium concentrates; estimation of mineral reserves and mineral resources; realization of mineral reserve and mineral resource estimates; timing, amount and costs of estimated future production; grade, quality and content of concentrate produced; sale of production; capital, operating and exploration expenditures; costs and timing of the expansion of the Greenbushes Lithium Operations; exploration and development of the Salares 7 lithium project; costs and timing of future exploration; requirements for additional capital; government regulation of exploration, development and mining operations; environmental risks; reclamation and rehabilitation expenses; title disputes or claims; absence of significant risks relating to Talison's mining operations; the costs of Talison's hedging policy; sales risks related to China; currency; interest rates, and limitations of insurance coverage. While Talison considers these factors, estimates and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Talison and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risk factors include, among others, those described in the unaudited condensed consolidated interim financial statements of Talison as at September 30, 2012 and for the three months ended September 30, 2012 and under the heading "Risk Factors" in the annual information form of Talison for the year ended June 30, 2012 dated September 26, 2012, each of which can be found on Talison's SEDAR profile at www.sedar.com. While Talison considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Although Talison has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this press release based on the opinions and estimates of management on the date statements containing such forward-looking information are made. Except as required by law, Talison disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
(1) The Tianqi Schemes contemplate that Tianqi will acquire the balance of the ordinary shares in the capital of Talison ("Shares") that it does not already own through a scheme of arrangement for cash consideration of C$7.50 and 100% of the options to acquire Shares ("Options") through an option scheme of arrangement for cash consideration of C$7.50 per Option less the exercise price for that Option.
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