Results of Second Court Hearing
December 21 2023 - 12:53AM
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 the Federal
Court of Australia (“Court”) has today made orders
approving the proposed scheme of arrangement pursuant to which
Arcadium Lithium plc (“Arcadium Lithium”) will
acquire 100% of the shares in Allkem (“Scheme”) in
connection with the Transaction.
Lodgement of Court Orders and Suspension
of Trading
Allkem expects to lodge an office copy of the
Court’s orders with the Australian Securities and Investments
Commission tomorrow, 21 December 2023, at which time the Scheme
will become legally effective.
If this occurs, Allkem expects that Allkem
shares will be suspended from trading on ASX at the close of
trading on 21 December 2023 (AEDT) and on TSX at 4:00 pm (Toronto
time) on 21 December 2023.
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 2024.1
Arcadium Lithium shares are expected to commence
trading on the New York Stock Exchange on 4 January 2023.
Scheme Timetable
The key remaining dates expected for the
Transaction are set out below.
Event |
|
Date / time |
Election DateThe latest time and date by which Election Forms (or
Election Withdrawal Forms, if applicable) must be received by the
Allkem Share Registry from:
- Eligible Principal
Register Shareholders who wish to receive Arcadium Lithium Shares,
rather than Arcadium Lithium CDIs, as Scheme Consideration;
and
- Eligible Canadian
Register Shareholders who wish to receive Arcadium Lithium CDIs,
rather than Arcadium Lithium Shares, as Scheme Consideration.
|
|
Principal Register Shareholders: 5:00 pm (AEDT) on 20 December
2023Canadian Register Shareholders: 5:00 pm (Toronto time) / 10:00
pm (UTC) on 20 December 2023 |
Arcadium Lithium admitted to the official list of ASX |
|
21 December 2023 |
Effective Date |
|
21 December 2023 |
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 |
|
10:00 am (AEDT) on 5 January 2024 |
Expected date for Allkem to be delisted from ASX |
|
Close of trading on 5 January 2023 (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 |
|
|
|
IMPORTANT NOTICES
Not for
release or distribution
in the United States
This 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. Allkem shareholders who sell Arcadium Lithium CDIs
before they receive their holding statements or confirm their
holdings do so at their own risk. 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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