Talison Lithium Announces Results of Securityholder Meetings
27.02.2013 | Marketwire
PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 02/27/13 -- Talison Lithium Limited ("Talison") (TSX: TLH) is pleased to advise the results of the meetings of Talison Securityholders held today (Perth time) to consider the proposed Tianqi Schemes(1).The resolution to approve the Share Scheme was passed by the Requisite Majority(2), with 99.98% of the Shares voted being voted in favour of the Share Scheme.
The resolution to approve the Option Scheme was passed by the Requisite Majority, with 99.93% by value of the Options voted being voted in favour of the Option Scheme.
The Tianqi Schemes remain subject to approval by the Federal Court of Australia. Talison's application to the Federal Court for approval of the Tianqi Schemes is scheduled to be heard on March 12, 2013.
If the Federal Court approves the Tianqi Schemes, the expected timetable for implementation is as follows:
- March 12, 2013
Date on which the Tianqi Schemes will take effect
- March 13, 2013
Last day of trading of Talison Shares on the TSX
- March 19, 2013
Record date for determining Talison Securityholders entitled to receive the Scheme Consideration(2)
- March 26, 2013
Expected date for payment of the Scheme Consideration
Details of proxy votes and poll results
Share Scheme
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Summary of poll results
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Total number of votes cast on the poll 62,810,138
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For the resolution 62,799,242
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Against the resolution 10,896
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Abstaining on the resolution 402,300
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Total number of shareholders voting (in person or by proxy or
representative)(3): 19
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For the resolution 18
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Against the resolution 0
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Abstaining on the resolution 0
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Option Scheme
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Summary of poll results
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Total value of votes cast on the poll 11,863,411
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Value of votes cast for the resolution 11,855,411
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Value of votes cast against the resolution 8,000
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Value of votes abstaining on the resolution 0
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Total number of optionholders voting (in person or by proxy or
representative): 50
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For the resolution 49
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Against the resolution 1
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Abstaining on the resolution 0
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(1) The Tianqi Schemes contemplate that Windfield Holdings Pty Ltd, an Australian incorporated subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd 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 ("Share Scheme") 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 ("Option Scheme").
(2) As defined in the Tianqi Scheme Booklet.
(3) These figures represent Registered Shareholders only. Canadian Depositary Services, Inc. (CDS) (in whose name the shares of certain Beneficial Holders are registered) voted both for and against the resolution. Accordingly, as set out in the Tianqi Scheme Booklet, CDS is included in the total number of Shareholders voting but is not included in the "for" or "against" figures.
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; anticipated timing and completion of the Tianqi Schemes; 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.
Contacts:
Talison Lithium
Frank Wheatley, Executive Director
+1 (604) 985 0528
Nicole Smith, Investor Relations Talison
+1 (416) 671 5939