PERTH, WESTERN AUSTRALIA--(Marketwire - Feb 25, 2013) - Talison Lithium Limited ("Talison" or the "Company") (TLH.TO) is pleased to provide an update on the status of the transaction with Chengdu Tianqi Industry (Group) Co., Ltd and its subsidiary Windfield Holdings Pty Ltd ("Windfield") (together "Tianqi").
On December 6, 2012, Talison announced that it had executed a Scheme Implementation Agreement (the "SIA") with Tianqi 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 ("Tianqi Schemes(1)") for cash consideration of C$7.50 per Share. This values the equity of Talison at approximately C$848 million on a fully diluted basis.
On December 19, 2012, the Federal Court of Australia ordered the convening of meetings of Talison Securityholders to consider the Tianqi Schemes ("Scheme Meetings") to commence at 10:00am on February 27, 2013. The Scheme Booklet, which is available on SEDAR and on Talison''s website, was mailed to Talison Securityholders on or about February 5, 2013.
Under the SIA, Tianqi was given until 5:00pm (Perth time) today (February 25, 2013) to provide documentary evidence that reasonably demonstrates the availability to Windfield of the funding required to complete the transaction with Talison.
Talison confirms that Tianqi has provided the necessary documentary evidence in connection with its funding arrangements which are as follows:
- Tianqi and Windfield have entered into agreements with Leader Investment Corporation ("Leader"), a subsidiary of China Investment Corporation ("CIC") under which CIC, through Leader, has committed to fund Windfield with approximately C$300 million of long term equity in exchange for an approximately 35%, non-controlling equity interest in Windfield to support the Transaction. CIC has received formal advice from Australia''s Foreign Investment Review Board that the Australian Government has no objections to CIC''s investment in Windfield through Leader.
- Tianqi, and one of its wholly owned subsidiaries, have also entered into loan agreements for US$200m from Credit Suisse AG, US$120m from Industrial and Commercial Bank of China Ltd and US$50m from Twenty Two Dragons Ltd (a company owned by ADM Capital).
The funding arrangements outlined above remain subject to the satisfaction of a number of conditions precedent to drawdown. Tianqi has advised Talison that it expects each of these conditions (other than those that relate to implementation of the Tianqi Schemes) to be satisfied prior to the second court hearing scheduled for March 12, 2013.
Tianqi currently holds approximately 19.9% of the issued share capital of Talison. The funding arrangements outlined above, together with the US$25 million deposit previously paid by Tianqi, are sufficient to fund Tianqi''s obligation to purchase the remaining approximately 80% of Talison Shares and Options under the Tianqi Schemes.
(1) The SIA also proposes that Tianqi will acquire 100% of the options to acquire Shares ("Options") through an option scheme of arrangement ("Option Scheme") for cash consideration of C$7.50 per Option less the exercise price for that Option.
Tianqi will today release a press release which provides additional information on its financing arrangements and will be filing an early warning report on SEDAR which will be available for review at www.sedar.com under Talison''s profile.
Scheme Meeting and Voting on the Schemes
As previously advised, the Share Scheme Meeting will be held on February 27, 2013 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.00am and the Option Scheme Meeting will be held on February 27, 2013 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.30am (or immediately after the conclusion of the Share Scheme Meeting, whichever is later).
|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|
*These dates are indicative only and are subject to change.
Talison is a leading global producer of lithium and has been supplying a global customer network from the Greenbushes Lithium Operations in Western Australia for over 25 years. In anticipation of sustained growth in lithium consumption, driven primarily by the secondary lithium battery market, Talison has doubled its production capacity at the Greenbushes Operations.
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 and for the interim period ended December 31, 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.