By Perth, Western Australia, January 7, 2013 - On December 6, 2012, Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH) announced that it had entered into a Scheme Implementation Agreement ("SIA") with Windfield Holdings Pty Ltd ("Windfield"), an Australian incorporated subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd, 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 for a cash consideration of C$7.501 ("Tianqi Schemes").
The Share Scheme Meeting and the Option Scheme Meeting
The Federal Court of Australia has ordered the convening of meetings of Talison Securityholders of Talison to consider the Tianqi Schemes ("Scheme Meetings").
The Share Scheme Meeting is to be held on February 27, 2013 at the Perth Convention and
Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.00 am.
The Option Scheme Meeting is to be held on February 27, 2013 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, Australia at 10.30 am (or immediately after the conclusion of the Share Scheme Meeting, whichever is later).
The Federal Court has also approved the issue of the Scheme Booklet to be sent to Talison Securityholders. The Scheme Booklet explains the terms of the Tianqi Schemes, and the manner in which the Tianqi Schemes will be considered and implemented (if approved). Notices of the Scheme Meetings are included as Annexures H and I to the Scheme Booklet.
In accordance with Australian procedure, Ernst & Young Transaction Advisory Services Limited was appointed as the Independent Expert to opine on whether the Tianqi Schemes are in the best interests of Talison Securityholders.
The Independent Expert has concluded that the Tianqi Schemes are fair and reasonable and in the best interests of Talison Securityholders, in the absence of a superior proposal. The full Independent Expert's Report is included as Annexure A to the Scheme Booklet.
The Scheme Booklet has been registered by the Australian Securities and Investments
Commission, as required by the Corporations Act 2001 (Cth).
The Scheme Booklet is available on SEDAR and on Talison's website.
In addition, the Scheme Booklet will be mailed to Talison Shareholders and Talison Optionholders on or about February 5, 2013.
Talison Securityholders should carefully read the Scheme Booklet in its entirety and the materials accompanying it before deciding how to vote on the Tianqi Schemes.
1 The Tianqi Schemes contemplate that Tianqi 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 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.
Recommendation of DirectorsThe Talison Directors have carefully considered the Tianqi Schemes and unanimously recommend that, in the absence of a superior proposal, Talison Securityholders vote in favour of the Tianqi Schemes. Each of the Talison Directors intends to vote the Shares and Options held or controlled by them as at the registered holder record date in favour of the Tianqi Schemes.
Support of Resource Capital FundsThe RCF Funds, together having a 36.2% shareholding interest in Talison, have each confirmed to Talison that, in the absence of an offer which the RCF Funds determine is superior, each of the RCF Funds intend to vote in favour of the Share Scheme in respect of the Talison Shares held by them at the relevant time.
Voting on the Share SchemeIn connection with the Share Scheme, there are two important dates for determining voting entitlement which are different for beneficial and registered shareholders.
