Ann: ABR Advancing Engineering for Integrated Boron Facility, page-15

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15/10/21

14:25

Post #: 56830668
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Originally posted by Teringie: ↑

HI KIngpin, I haven't been involved in this situation before
I appreciate that we wont be disadvantaged in terms if dilution but are you able to explain in layman terms the exact impact of the new listing.
I have read the announcement a few times and I am a but confused, what are CDI's and do we loose Shares when were listed on the NASDAQ ?
any info would be really helpful.

effects of Proposed Transaction
The proposed effects of the Transaction are:
- ABR will re-domicile to the United States by way of a Scheme. Under the Scheme, ABR will be acquired by 5E
and all of the ABR Shares will be transferred to 5E, with the result that ABR will become a wholly-owned
subsidiary of 5E
- As consideration for transferring their ABR Shares to 5E under the Scheme, eligible ABR Shareholders will be
entitled to receive either:
a. 1 5E Share for every 10 ABR shares held by them on the record date for the Scheme (if they have elected
to receive 5E shares); or
b. 1 5E CDI for every ABR share held by them on the record date for the Scheme (if they have elected to receive
5E CDIs or if they have not made an election).
- Fractional entitlements will be rounded up to the nearest whole number
- Eligible ABR shareholders will hold an equivalent proportional interest in 5E as they held in the Company prior
to the implementation of the Transaction (subject to rounding and the Sale Facility applying to ineligible foreign
shareholders)
- Following implementation of the Scheme, 1 5E Share (which will be traded on NASDAQ under the code "FEAM")
will be equivalent to 10 5E CDIs (which will be traded on ASX under the code "5EA")
- 5E Shares and 5E CDIs will be transferable - so that holders can convert their 5E Shares into 5E CDIs (and vice
versa)
- Ineligible foreign shareholders will have the 5E CDIs, which would otherwise be issued to the Sale Agent and
sold in accordance with the Sale Facility, and they will receive the relevant net proceeds of that sale
- 5E will be listed on NASDAQ (as its primary listing) and on the ASX (as its secondary listing) to effectively replace
ABR's current listing on the ASX
- The existing Options issued by ABR will be cancelled in consideration of the grant of equivalent rights to acquire
5E Shares on the basis of 1 5E Option for every 10 existing ABR Options held

Expand

CDI is basically the aussie portion of a dual listing.
https://www.asx.com.au/documents/settlement/CHESS_Depositary_Interests.pdf

There are a few CDI's listed on the market, like Virgin Money (VUK) and Unibail (URW) which is the old Westfield.

Existing shareholders shouldn't 'lose' anything when the conversion happens. Basically just a code change on ASX, and it simultanuously trades on Nasdaq.

ABR Price at posting: $1.61 Sentiment: Buy Disclosure: Held
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Ann: ABR Advancing Engineering for Integrated Boron Facility, page-15

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