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Press release from CNW Group

Talison Lithium Limited - Press Release

Wednesday, September 29, 2010

Talison Lithium Limited - Press Release14:24 EDT Wednesday, September 29, 2010TORONTO, Sept. 29 /CNW/ - << 1. Name and address of the offeror Goldman, Sachs & Co. The Goldman Sachs Group, Inc. ("GS & Co."), 200 West Street, ("GS Group"), 200 West Street, New York, NY, 10282 New York, NY, 10282 GS&Co. & GS Group are hereinafter referred to collectively as the "Offeror". 2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances. In connection with a plan of arrangement completed on September 22, 2010 involving Talison Lithium Limited (the "Company") and Salares Lithium Limited ("Salares"), the Company acquired all of the issued and outstanding securities of Salares in exchange for either ordinary shares in the capital of the Company ("Shares") or the equivalent number of exchangeable shares (which may be exchanged for Shares on a one-for-one basis) (the "Arrangement"). Further details regarding the Arrangement are set out in the joint press release of the Company and Salares dated September 22, 2010, which has been filed with the applicable regulatory authorities and is available on the Company's SEDAR profile at www.sedar.com. Prior to the Arrangement, the Company was a private issuer and the Offeror and certain direct or indirect subsidiaries of GS Group beneficially owned and controlled 11,270,431 Shares (the "Offeror Shares"). The Offeror did not acquire any additional Shares in connection with the Arrangement. On September 23, 2010, in connection with the Arrangement, the Shares commenced trading on the Toronto Stock Exchange ("TSX") under the symbol "TLH". Following the completion of the Arrangement, the Offeror Shares represented approximately 12.78% of the issued and outstanding Shares of the Company. 3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release. Following the completion of the Arrangement noted in item 2 above, the Offeror and certain direct or indirect subsidiaries of GS Group beneficially owned and controlled 11,270,431 Shares, representing approximately 12.78% of the issued and outstanding Shares of the Company. 4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which: (i) the offeror, either alone or together with joint actors, has ownership and control, Following the completion of the Arrangement noted in item 2 above, the Offeror and certain direct or indirect subsidiaries of GS Group beneficially owned and controlled 11,270,431 Shares, representing approximately 12.78% of the issued and outstanding Shares of the Company. (ii) the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, Not Applicable. (iii) the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership. Not Applicable. 5. The name of the market in which the transaction or occurrence that gave rise to the news release took place. Not applicable. The transactions effected in connection with the Arrangement and completed on September 22, 2010, were effected in pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), which was approved by the Supreme Court of British Columbia on September 21, 2010. 6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release. Not applicable. No Shares were acquired by the Offeror in connection with the Arrangement. See Item 2, above. 7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer. The Offeror Shares were acquired in the ordinary course of the investment activities of the Offeror and certain direct or indirect subsidiaries of GS Group. The Offeror and certain direct or indirect subsidiaries of GS Group may purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to the investment decisions of the Offeror and certain direct or indirect subsidiaries of GS Group. 8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities. Not applicable. No Shares were acquired by the Offeror in connection with the Arrangement. See Item 2, above. 9. The names of any joint actors in connection with the disclosure required by this form. The securities being reported on by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by GS & Co. GS & Co. is a direct and indirect wholly-owned subsidiary of GS Group. In accordance with Section 5.1 of National Instrument 62-103 (the "National Instrument"), this filing reflects the securities beneficially owned or controlled by certain business units of GS Group and its subsidiaries and affiliates which include business units engaged in principal investing activities, managing discretionary accounts and customer facilitation trading (collectively, the "Goldman Sachs Reporting Unit"). This filing does not reflect securities, if any, beneficially owned or controlled by any business units of GS Group whose beneficial ownership of or control over securities is disaggregated from that of the Goldman Sachs Reporting Unit in accordance with the National Instrument. The Goldman Sachs Reporting Unit disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Unit or its employees have voting or investment discretion, or both and (ii) certain investment entities of which the Goldman Sachs Reporting Unit acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Unit. 10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror. Not applicable. No Shares were acquired by the Offeror in connection with the Arrangement. See Item 2, above. 11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities. Not applicable. 12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance. Not applicable. >> For further information: Robert Belva, Telephone: 212-902-7941