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Piedmont Lithium: Results of First Court Hearing

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Piedmont Lithium Limited (ASX:PLL, NASDAQ:PLL) is advancing its re-domiciliation to the US through a Scheme of Arrangement. Following the successful implementation, shareholders will receive CHESS depositary interests for Australian shares or US shares for American Depositary Shares. The Supreme Court of Western Australia approved the dispatch of the Scheme Booklet and a shareholder meeting set for April 7, 2021. Participation options include in-person and electronic voting due to COVID-19 safety measures. An Independent Expert's Report states the Scheme is in shareholders' best interests.

Positive
  • Shareholders will receive equivalent shares in Piedmont US, enhancing liquidity.
  • Independent Expert's Report concludes the Scheme benefits shareholders.
  • Directors unanimously recommend voting in favor of the Scheme.
Negative
  • None.

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

FAQ

What is Piedmont Lithium's re-domiciliation plan?

Piedmont Lithium plans to re-domicile from Australia to the US via a Scheme of Arrangement.

When is the shareholder meeting for Piedmont Lithium's Scheme?

The shareholder meeting is scheduled for April 7, 2021.

How can Piedmont Lithium shareholders participate in the meeting?

Shareholders can participate in-person or electronically, with arrangements made for electronic voting.

What will shareholders receive after the Scheme is implemented?

Shareholders will receive CHESS depositary interests or US shares depending on their holdings.

What does the Independent Expert's Report say about the Scheme?

The report concludes that the Scheme is in the best interests of Piedmont shareholders.

Piedmont Lithium Inc.

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Other Industrial Metals & Mining
Mining & Quarrying of Nonmetallic Minerals (no Fuels)
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