- Supreme Court of Western Australia approves the despatch of
the Scheme Booklet
- Independent expert concludes the Scheme is in the best
interests of Piedmont shareholders
- Piedmont's directors unanimously recommend that shareholders
vote in favour of the Scheme
Piedmont Lithium Limited (ASX:PLL, NASDAQ:PLL) (Piedmont or
Company) is pleased to provide the following update on the
status of its proposed re-domiciliation from Australia to the
United States via a Scheme of Arrangement (Scheme), under
which Piedmont Lithium Inc. (Piedmont US), a newly formed US
corporation, will acquire Piedmont.
If the Scheme is implemented:
- Piedmont shareholders will receive one Piedmont US CHESS
depositary interest (CDI) for every Piedmont share held on
the Scheme record date. Piedmont US's CDls will be listed on ASX
and holders of Piedmont US CDls will be able to trade their
Piedmont US COis on ASX after the implementation of the Scheme;
and
- Piedmont American Depositary Share (ADS) holders will
receive one Piedmont US share for every Piedmont ADS held on the
Scheme record date. Piedmont US's shares will be listed on Nasdaq
and holders of Piedmont US shares will be able to trade their
Piedmont US shares on Nasdaq after the implementation of the
Scheme.
First Court Hearing
The Supreme Court of Western Australia (Court) has today
made orders approving the despatch of the Scheme Booklet to
Piedmont shareholders and has ordered the convening of a meeting of
Piedmont shareholders to consider and, if thought fit, approve the
Scheme.
Scheme Meeting
Notice is given that the shareholder meeting will be held in
person at the Conference Room, Ground Floor, 28 The Esplanade,
Perth, Western Australia and electronically on April 7, 2021 at
10:00am (AWST) (Scheme Meeting).
Due to the potential health risks associated with large
gatherings and the coronavirus (COVID-19) pandemic, the
Company has made arrangements for Piedmont shareholders to
participate in and vote at the Scheme Meeting electronically.
All Piedmont shareholders who cannot attend the Scheme Meeting
are encouraged to vote either by joining the Scheme Meeting
electronically, or by appointing a proxy, corporate representative
or attorney to attend the Scheme Meeting or join the electronic
Scheme Meeting on their behalf.
Despatch of Scheme Booklet
Piedmont will be despatching the Scheme Booklet (containing
information about the Scheme) to shareholders electronically in
accordance with the Court orders. No physical copies of the Scheme
Booklet will be despatched to shareholders.
The Scheme Booklet will be registered with the Australian
Securities and Investments Commission (ASIC) and announced
to the market.
Following ASIC registration, the Scheme Booklet will be
available for viewing and downloading on the Company's website at
www.piedmontlithium.com and on Piedmont's platform on the ASX
website at www.asx.com.au.
Piedmont shareholders who have elected to receive communications
electronically will receive an email which contains instructions
about how to view or download a copy of the Scheme Booklet, as well
as instructions on how to lodge their proxies for the Scheme
Meeting online.
Piedmont shareholders who have not elected to receive
communications electronically will be sent a letter, together with
the proxy form for the Scheme Meeting and if required, may request
from the Company a physical copy of the Scheme Booklet by
contacting the Company Secretary by telephone on (08) 9322 6322
(within Australia) or +61 8 9322 6322 (outside Australia).
Piedmont shareholders are also advised that the notice of
meeting for the Scheme Meeting is contained in Annexure E of the
Scheme Booklet, which contains further details of how to vote on
the resolution being considered at the Scheme Meeting.
Independent Expert's conclusion
The Scheme Booklet includes an Independent Expert's Report from
BDO Corporate Finance Pty Ltd which concludes that Scheme is in the
best interests of Piedmont shareholders. BDO's conclusion should be
read in its context with the full Independent Expert's Report and
the Scheme Booklet.
Directors' recommendation
Piedmont's directors unanimously recommend that shareholders
vote in favour of the Scheme and intend to vote all the Piedmont
shares held or controlled by them in favour of the Scheme, subject
to the Independent Expert continuing to conclude that the Scheme is
in the best interests of Piedmont shareholders.
How to vote at the Scheme Meeting
Piedmont shareholders entitled to vote at the Scheme Meeting can
vote:
- by attending the Scheme Meeting electronically and voting using
the instructions below; or
- by attending the Scheme Meeting physically and voting in
person; or
- by appointing an attorney to attend the Scheme Meeting and vote
on their behalf, or, in the case of corporate shareholders, a
corporate representative to attend the Scheme Meeting and vote on
its behalf; or
- by appointing a proxy to attend the Scheme Meeting and vote on
their behalf, using the proxy form accompanying the Scheme
Booklet.
A personalised proxy form accompanies the Scheme Booklet. The
proxy form contains details of how to appoint persons and how to
sign and lodge the proxy form.
To be valid, proxy forms or electronic voting instructions must
be received no later than 48 hours before the commencement of the
Scheme Meeting.
Voting online
Piedmont shareholders and their proxies, attorneys or corporate
representatives may attend the Scheme Meeting online by visiting
http://web.lumiagm.com using meeting ID 303-030-820. This online
platform will allow Piedmont shareholders to attend the Scheme
Meeting in real time and allow them to vote and ask questions.
Shareholders will need the following information to participate
in the Scheme Meeting:
- the Meeting ID which is 303-030-820;
- Username: which is your SRN/HIN; and
- Password: your password is the postcode registered to your
holding if you are an Australian shareholder. Overseas shareholders
should refer to the Lumi Online Voting Guide available from
www.computershare.com.au/virtualmeetingguide.
Attorneys and corporate representatives of Shareholders will
need the username and password of the Shareholder they are
representing.
Proxy holders will need to contact Computershare Investor
Services on +61394154024 during the two hours before the start of
the meeting to receive their unique username and password.
Further information regarding participating in the Scheme
Meeting electronically, including browser requirements, is detailed
in the Lumi Online Voting Guide available at
www.computershare.com.au/virtualmeetingguide.
Registration will open one hour prior to the start of the Scheme
Meeting. We recommend logging on to the online platform at least 15
minutes prior to the scheduled start time for the Scheme Meeting.
If you require technical assistance, please call +61 3 9415
4024.
Voting by proxy
You can appoint a proxy by voting online or by completing the
proxy form and returning it to Piedmont by one of the following
methods:
- Online at: www.investorvote.com.au and following the
instructions provided.
- Mail, using reply-paid envelope (only for use in Australia),
to: Computershare Investor Services Pty Ltd GPO Box 1282 Melbourne
VIC 3000 Australia
- Mobile voting: Scan the QR Code on your Proxy form and follow
the prompts.
- Custodian voting: For Intermediary Online subscribers only
(custodians) please visiting www.intermediaryonline.com to submit
your voting intentions.
- Fax to: In Australia: 1800 783 447 From outside of Australia:
+61 3 9473 2555
To be valid, proxy forms must be received no later than 48 hours
before the commencement of the Scheme Meeting.
Further information
Piedmont encourages Piedmont shareholders to read the Scheme
Booklet in its entirety before deciding whether or not to vote in
favour of the Scheme at the Scheme Meeting.
If you require further information or have questions, please
contact the please contact the Piedmont Scheme Information Line on
1300 218182 (within Australia) or +61 3 9415 4233 (outside
Australia) Monday to Friday between 8:30am and 5:00pm (AEDT).
This announcement has been authorized for release by the
Company's Chief Executive Officer.
Forward Looking Statements
This announcement may include forward-looking statements. These
forward-looking statements are based on Piedmont's expectations and
beliefs concerning future events. Forward looking statements are
necessarily subject to risks, uncertainties and other factors, many
of which are outside the control of Piedmont, which could cause
actual results to differ materially from such statements. Piedmont
makes no undertaking to subsequently update or revise the
forward-looking statements made in this announcement, to reflect
the circumstances or events after the date of that
announcement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210302006172/en/
Keith Phillips President & CEO T: +1 973 809 0505 E:
kphillips@piedmontlithium.com
Brian Risinger Vice President – Corporate Communications
and Investor Relations T: +1 704 910 9688 E:
brisinger@piedmontlithium.com
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