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CIC CI Canadian Banks Coverd Call Income Class ETF

10.85
-0.02 (-0.18%)
19 Jul 2024 - Closed
Delayed by 15 minutes
Name Symbol Market Type
CI Canadian Banks Coverd Call Income Class ETF TSX:CIC Toronto Exchange Traded Fund
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  -0.02 -0.18% 10.85 10.78 10.90 10.87 10.82 10.865 4,094 21:00:01

Talison Lithium-Update on Tianqi Transaction

25/02/2013 12:55pm

Marketwired Canada


Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH) 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).


Indicative Timetable(i) 



----------------------------------------------------------------------------
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   
----------------------------------------------------------------------------



(i)These dates are indicative only and are subject to change.

ABOUT TALISON 

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Talison Lithium Limited
Frank Wheatley
Executive Director
+1 (604) 985 0528


Talison Lithium Limited
Nicole Smith
Investor Relations
+1 (416) 671 5939


Macquarie Capital
Michael Ashforth
Executive Director
+61 (8) 9224 0644


Macquarie Capital
David Cobbold
Managing Director
+1 (416) 848 3654

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