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5E Advanced Materials, Inc. — Capital/Financing Update 2022
Mar 8, 2022
34305_rns_2022-03-08_ee6dcfbd-5214-420c-a9fd-2352c2e83e7a.pdf
Capital/Financing Update
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9 March 2022
IMPLEMENTATION OF SCHEME
American Pacific Borates Limited (ASX:ABR) ( ABR or the Company ) is pleased to advise that the scheme of arrangement ( Scheme ) to give effect to the re-domiciliation of ABR from Australia to the United States has been implemented today.
In accordance with the Scheme, all ordinary shares in ABR have been transferred to 5E Advanced Materials, Inc. ( 5EA ), a company incorporated in the State of Delaware in the United States. 5EA is now the sole shareholder of ABR and the ultimate parent company of the ABR Group.
As contemplated by the Scheme, the Scheme Consideration has today been issued to eligible shareholders of the Company in the form of:
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5EA CHESS Depositary Interests ( 5EA CDIs ), which commenced trading on a deferred settlement basis on ASX on 1 March 2022 and will commence trading on a normal settlement basis on 10 March 2022 (under the ASX code "5EA"); or
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shares of common stock in 5EA ( 5EA shares ), trading in respect of which is currently anticipated to commence on NASDAQ on 15 March 2022 (under the NASDAQ code "FEAM").
A total of 41,869,315 5EA shares, equivalent to 418,693,150 5EA CDIs, were issued pursuant to the Scheme (including in respect of Ineligible Foreign Shareholders), of which:
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11,763,288 5EA shares will be quoted on NASDAQ; and
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30,106,027 5EA shares are held by CHESS Depositary Nominees Pty Ltd (as depositary nominee), underpinning 301,060,270 5EA CDIs quoted on ASX.
110,090 5EA CDIs (equivalent to 11,009 5EA shares) to which Ineligible Foreign Shareholders otherwise would have been entitled have been issued to the Sale Agent and will be sold in accordance with the Sale Facility described in the Scheme Booklet, and the net proceeds will be remitted to those shareholders.
COMPANY DIRECTORS
David Salisbury – Non-Executive Chairman
Anthony Hall - Executive Director Stephen Hunt – Non-Executive Director Jimmy Lim – Non-Executive Director
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REGISTERED OFFICE
Level 12, 197 St Georges Terrace, Perth, WA, 6000, Australia
US OFFICE
9329 Mariposa Suite 210 Hesperia, CA, 92344, USA
CONTACT
T: +61 8 6141 3145 W: americanpacificborates.com
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In relation to 5EA CDIs issued under the Scheme, holding statements (to issuer sponsored holders) and confirmation advices (to CHESS holders) will be despatched to eligible shareholders on 10 March 2022. Eligible shareholders can confirm their holdings by contacting the 5EA securities registry on the details below.
Australia
United States
Computershare Investor Services Computershare Trust Company 1300 850 505 (within Australia) 866 644 4127 (within the US) +61 3 9415 4000 (outside Australia) +1 781 575 2906 (outside the US)
Further information
If you require further information or have questions, please contact the Scheme Information Line on 1300 161 428 (within Australia) or +61 3 9415 4037 (outside Australia).
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Authorised for release by: Aaron Bertolatti, Company Secretary
For further information contact:
Henri Tausch Elvis Jurcevic CEO Investor Relations – Australia Ph: +1 (442) 292-2120 [email protected] Ph: + 61 408 268 271
Chance Pipitone Investor Relations - US Ph: +1 (442) 267-6274
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