| Ticker | Status | Jurisdiction | Filing Date | CP Start | CP End | CP Loss | Deadline |
|---|
| Ticker | Case Name | Status | CP Start | CP End | Deadline | Settlement Amt |
|---|
| Ticker | Name | Date | Analyst Firm | Up/Down | Target ($) | Rating Change | Rating Current |
|---|
Turquoise Hill Resources Ltd. (TSX:TRQ) (NYSE:TRQ) ("Turquoise Hill" or the "Company") today announced that at its special meeting of shareholders held earlier today on December 9, 2022, its shareholders approved the previously announced proposed plan of arrangement pursuant to which, among other things and subject to the satisfaction or waiver of all applicable conditions precedent, Rio Tinto International Holdings Limited ("Rio Tinto") would acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own for C$43.00 per share in cash (the "Arrangement").
The Arrangement requires the approval of 66⅔% of votes cast by the Company's shareholders (including Rio Tinto) and the approval of a simple majority of the votes cast by minority shareholders of the Company (excluding Rio Tinto and its affiliates). The Company reports that at the special meeting, the Arrangement was approved by approximately 86.6% of all votes cast as well as by approximately 60.5% of the shares voted by minority shareholders. Turquoise Hill also reports that valid dissent notices were filed representing less than 17.5% of all outstanding shares.
As such, the Company currently expects that, subject to obtaining final approval of the Court as detailed below, and assuming satisfaction or waiver of all other closing conditions, the Arrangement will be completed on or shortly following December 16, 2022.
Final Order
The Company also reports that it will make an application todayto the Supreme Court of Yukon (the "Court") for a final order approving the Arrangement (the "Final Order"), which is expected to be presented before the Court on December 14, 2022 at 10:00 a.m. (Whitehorse time) or as soon as counsel may be heard at the Courthouse located at 2134 Second Avenue, Whitehorse, Yukon, Canada, Y1A 5H6 or in such other place as the Court may determine (the "Final Hearing"). A copy of the Petition for the Final Order is set forth in Appendix F to the Company's management proxy circular dated September 27, 2022, as amended and supplemented on November 24, 2022 (the "Circular"). Any shareholder who wishes to appear and be heard at the Final Hearing must file an "appearance and response" in the respective forms prescribed by the Rules of Court of the Supreme Court of Yukon by December 12, 2022 at 10:00 a.m. (Whitehorse time), together with a copy of all material on which the shareholder intends to rely at the Final Hearing, as well as an outline of the shareholder's proposed submissions and serve same on Turquoise Hill's counsel c/o Norton Rose Fulbright Canada LLP, 1 Place Ville Marie, Suite 2500, Montreal, Quebec, Canada, H3B 1R1, Attention: Steve Malas, email: steve.malas@nortonrosefulbright.com with a copy to Orestes Pasparakis, email: orestes.pasparakis@nortonrosefulbright.com.
At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served an appearance and response in compliance with the Petition and the amended interim order issued by the Court on November 24, 2022 will be given notice of the postponement, adjournment or rescheduled date.
In addition to the receipt of the Final Order, the completion of the Arrangement is subject to the satisfaction or waiver of the other conditions to completion of the Arrangement.
