Scheme of Arrangement Becomes Effective
December 21 2023 - 12:34AM
Allkem Limited (ASX and TSX: AKE, “
Allkem”) refers
to the proposed merger of equals between Allkem and Livent
Corporation (“
Livent”),
(“
Transaction”).
Allkem is pleased to announce that it has today
lodged with the Australian Securities and Investments Commission a
copy of the orders of the Federal Court of Australia
(“Orders”) approving the scheme of arrangement
pursuant to which Arcadium Lithium plc (“Arcadium
Lithium”) will acquire 100% of the shares in Allkem
(“Scheme”) in connection with Transaction.
As a result, the Scheme is now legally
effective.
Suspension of trading
It is expected that Allkem shares will be
suspended from trading:
- on ASX, at the
close of trading (AEDT) today (21 December 2023); and
- on TSX, at 4:00
pm (Toronto time) on 21 December 2023.
Eligibility to receive Scheme
Consideration
On implementation of the Scheme, Allkem
shareholders (other than ineligible overseas shareholders) who are
registered as such on the Scheme Record Date (being 7:00 pm (AEDT)
on 27 December 2023) will receive:
- in the case of
Allkem principal register shareholders, one Arcadium Lithium CDI
for each Allkem Share held, unless they have validly elected to
receive Arcadium Lithium shares instead; and
- in the case of
Allkem Canadian branch register shareholders, one Arcadium Lithium
share for each Allkem Share held, unless they validly have elected
to receive Arcadium Lithium CDIs instead.
Ineligible overseas shareholders will not
receive Arcadium Lithium Shares or Arcadium Lithium CDIs under the
Scheme, and will instead receive their share of the net proceeds
from the sale of Arcadium Lithium CDIs by the Sale Nominee.
Ineligible overseas shareholders should refer to section 3.4 of the
Scheme Booklet for further information.
Quotation and trading of Scheme
Consideration
Arcadium Lithium CDIs are expected to commence
trading on ASX on a deferred settlement basis on 22 December 2023,
and on a normal (T+2) settlement basis on 5 January 2024.
Arcadium Lithium shares are expected to commence
trading on the New York Stock Exchange (“NYSE”) on
4 January 2024 (New York time).
Allkem Shareholders who sell Arcadium Lithium
CDIs before they receive their holding statements or confirm their
holdings of Arcadium Lithium CDIs do so at their own risk.1 Neither
Allkem nor Arcadium Lithium takes any responsibility for such
trading.
Allkem Shareholders should be aware that
Arcadium Lithium Shares will not trade on a deferred settlement
basis on the NYSE. Accordingly, Allkem Shareholders who will
receive Arcadium Lithium Shares under the Scheme (being eligible
Allkem Canadian branch register shareholders who do not validly
elect to receive Arcadium Lithium CDIs, and eligible Allkem
principal register shareholders who validly elect to receive
Arcadium Lithium Shares) will not be able to trade their Scheme
Consideration until after commencement of trading of Arcadium
Lithium Shares on the NYSE (which is expected to commence at 9:30
am (New York time) on the Implementation Date).
Scheme timetable
The key dates remaining for the Transaction are
set out below.
Event |
|
Date / time |
Suspension of Allkem Shares from trading on ASX |
|
Close of trading on 21 December 2023 (AEDT) |
Suspension of Allkem Shares from trading on TSX |
|
4:00 pm (Toronto time) / 9:00 pm (UTC) on 21 December 2023 |
Arcadium Lithium CDIs to commence trading on ASX on a deferred
settlement basis |
|
22 December 2023 |
Record Date for determining entitlements to receive Scheme
Consideration |
|
7:00 pm (AEDT) on 27 December 2023 |
Scheme Implementation Date |
|
4 January 2024 |
US Merger Effective Time |
|
4 January 2024 (New York time) |
Last day of deferred settlement trading for Arcadium Lithium
CDIs |
|
4 January 2024 |
Arcadium Lithium Shares anticipated to commence trading on
NYSE |
|
9:30 am (New York time) on 4 January 2024 |
Despatch of holding statements for Arcadium Lithium CDIs |
|
5 January 2024 |
Arcadium Lithium CDIs to commence trading on ASX on a normal
settlement basis |
|
10:00am (AEDT) on 5 January 2024 |
Expected date for Allkem to be delisted from ASX |
|
Close of trading on 5 January 2024 (AEDT) |
Expected date for Allkem to be delisted from TSX |
|
Close of trading on 5 January 2024 (Toronto time) |
First settlement of deferred settlement and normal settlement
trading of Arcadium Lithium CDIs |
|
9 January 2024 |
Note: All references to time
above are references to AEDT (Sydney time), unless otherwise
specified.
All dates are indicative only and Allkem
reserves the right to vary the times and dates set out above. Any
changes to the above timetable will be announced through ASX, filed
under Allkem’s profile on SEDAR+ and notified on www.allkem.co.
This release was authorised by the Board of
Directors of Allkem Limited.
Allkem LimitedABN 31 112 589 910 Level 35, 71
Eagle StBrisbane, QLD 4000 |
Investor Relations & Media EnquiriesAndrew
Barber M: +61 418 783 701 E:
Andrew.Barber@allkem.coPhoebe LeeP: +61 7 3064
3600 E: Phoebe.Lee@allkem.co |
Connect info@allkem.co+61 7 3064
3600www.allkem.co |
|
|
LinkedIn, Facebook, X, YouTube |
IMPORTANT NOTICES
Not for
release or distribution
in the United StatesThis announcement has
been prepared for publication in Australia and may not be released
to U.S. wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or
any other jurisdiction, and neither this announcement or anything
attached to this announcement shall form the basis of any contract
or commitment. Any securities described in this announcement have
not been, and will not be, registered under the U.S. Securities Act
of 1933 and may not be offered or sold in the United States except
in transactions registered under the U.S. Securities Act of 1933 or
exempt from, or not subject to, the registration of the U.S.
Securities Act of 1933 and applicable U.S. state securities
laws.
___________________
1 It is the responsibility of Allkem
shareholders who will receive Arcadium Lithium CDIs under the
Scheme to confirm their holdings of Arcadium Lithium CDIs before
they trade them. Further details in relation to deferred settlement
trading of Arcadium Lithium CDIs is set out in the Scheme Booklet
in section 3.2(e).
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