Piedmont Lithium intends to re-domicile to the US and move primary listing from ASX to NASDAQ

Piedmont Lithium Ltd (ASX:PLL) (NASDAQ:PLL) (OTCMKTS:PDDTF) intends to re-domicile from Australia to the US via a proposed scheme of arrangement, subject to shareholder, regulatory and court approvals which will cement the company’s position as an important part of the US supply chain.  If the scheme is approved, the company will move its primary listing from the Australia Securities Exchange (ASX) to the Nasdaq Capital Market (NASDAQ). It will retain an ASX listing via Chess Depositary Interests (CDIs). The re-domiciliation is not expected to result in any material changes to Piedmont’s assets, management, operations or strategy and is expected to be structured on a tax-neutral basis to Piedmont and its shareholders.  Reflect location of core assets Piedmont Lithium’s president and chief executive officer Keith D Phillips said: “I’m very pleased that Piedmont will become a US corporation, reflecting the location of our core assets and management team, and joining industry leaders Albemarle Corp (NYSE:ALB) and Livent Corp (NYSE:LTHM) (FRA:8LV) as the only American-domiciled and listed lithium company. “Lithium has been identified by the federal government as a critical material for America’s national security, and this re-domiciling will cement Piedmont’s position as an important part of the US supply chain. Phillips noted that most of the company’s average daily trading volume occurred on NASDAQ and that the re-domiciling would “meaningfully expand the pool of eligible investors in our company. “We hope that this additional shareholder demand, combined with the company’s future inclusion in the important US indices such as the Russell 2000, will lead to increased shareholder value over time. “We will, of course, maintain a strong presence in the Australian market via a continued ASX listing, reflecting the strong support we have received from Australian institutional and individual shareholders over the past several years.” Scheme implementation Piedmont has entered into a scheme implementation deed with Piedmont Lithium Inc, a newly-formed Delaware corporation, which will become the ultimate parent company of the Piedmont group of companies following the implementation of the scheme. Under the scheme: ➢ Piedmont ordinary shareholders will be entitled to receive one CDI in Piedmont USA for each ordinary share Piedmont share hold on the scheme record date. Each CDI will represent 1/100th of a share of common stock in Piedmont USA; and ➢ Holders of Piedmont American Depositary Scheme (ADS) will be entitled to receive one share of common stock in Piedmont USA for each ADS held in Piedmont on the scheme record date. Each ADS currently represents 100 Piedmont ordinary shares. Rationale for the scheme Becoming a US company will allow Piedmont to streamline its business operations as substantially all of its core assets and management team are in the US. In addition to delivering additional benefits to Piedmont and its shareholders, it will: ➢ Increase the attractiveness of Piedmont USA to a broader US investor pool who are unable to invest in non-US securities, leading to the company being more fully valued over time by a greater number of investors; ➢ Improve access to lower-cost debt and equity capital int eh US markets, which are larger and more diverse than the Australian capital markets, enabling its future growth to be financed at a lower cost; and ➢ Offer a simplified corporate structure for potential future merger, sale or acquisition transactions, which may increase the company’s attractiveness to possible merger partners, sellers or acquirers. Board recommends scheme An independent expert will be appointed to assess the scheme and determine if it is in the best interest of shareholders. Piedmont directors unanimously recommend that its shareholders vote in favour of the scheme and that they personally intend to vote in favour of the scheme, subject to the independent expert concluding that the scheme is in the best interests of shareholders. Timetable and next steps The scheme is subject to several conditions, including the approval of Piedmont shareholders and the Federal Court of Australia as well as other regulatory approvals. A scheme booklet with more detailed information on the scheme, directors’ recommendation, scheme meeting and the independent expert’s report will be sent to shareholders in late January 2021. Shareholders can vote on the scheme at a meeting to be held in March 2021, and subject to conditions of the scheme being met, the scheme is expected to be implemented in March 2021. New board As part of the re-domiciliation, Piedmont has appointed US-independent director Jeffrey Armstrong as independent chairman, replacing Ian Middlemas, who will resign as director. Additional changes will be made to the board in due course to comply with US requirements. Armstrong, who joined the board in 2018, resides in North Carolina and has extensive financial services experience with major corporations and entrepreneurs alike, having served as chief executive officer of North Inlet Advisors over the past 11 years and head of M&A and corporate finance at what is now Wells Fargo’s Investment Bank. His deep experience in complex corporate transactions will be ideal as Piedmont explores strategic opportunities to build and maximise shareholder value in the coming years. Phillips said: “I want to thank Ian Middlemas for his strong leadership and personal mentoring during the time I’ve been with Piedmont. “I further want to welcome and congratulate Jeff Armstrong for his appointment as chairman. “Jeff is a seasoned strategic thinker and is well-established in the Charlotte community. I am confident he will be a strong leader of our board going forward.”