Talison Lithium Reports First Quarter Fiscal Year 2013 Results
(firmenpresse) - PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 11/14/12 -- Talison Lithium Limited (TSX: TLH) ("Talison" or the "Company"), today announced its results for the three months ended September 30, 2012 ("First Quarter")(1) and an update of its lithium Mineral Resources and Mineral Reserves at its Greenbushes lithium operations in Western Australia (the "Greenbushes Lithium Operations").
The First Quarter results and update of its lithium Mineral Resources and Mineral Reserves estimates are each in-line with Talison's expectations, and the Talison Board reconfirms its unanimous recommendation that Talison Securityholders vote in favour of the acquisition by Rockwood Holdings, Inc, ("Rockwood") of all of the Talison securities by way of schemes of arrangement (the "Rockwood Transaction"), in the absence of a Superior Proposal.
The Independent Expert has confirmed that the updated lithium Mineral Resources and Mineral Reserves estimate announced today is not inconsistent with the valuation analysis undertaken as part of the assessment and therefore does not affect its conclusion that the Rockwood Transaction is fair and reasonable, and in the best interests of Talison Shareholders and Talison Optionholders, in the absence of a Superior Proposal.
FIRST QUARTER RESULTS
Highlights
(1) Information in this press release is in relation to the unaudited condensed consolidated interim financial statements of Talison as at September 30, 2012 and for the three months ended September 30, 2012 (collectively, the "Financial Statements") and should be read in conjunction with Financial Statements. The financial information contained in this press release is derived from the Financial Statements, which were prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts in this press release are expressed in Australian dollars ("A$") unless otherwise identified. References to "C$" are to Canadian dollars and references to "US$" are to United States dollars.
(2) The term "EBITDA" is a non-IFRS financial measure. For further information and a reconciliation of EBITDA to its IFRS-compliant income statement, refer to "Non-IFRS Performance Measures" in Management's Discussion and Analysis of the financial condition and results of operations of Talison Lithium Limited as at September 30, 2012 and for the three ended September 30, 2012 (which can be found on Talison's SEDAR profile at ).
(3) Excludes A$1.2 million in non-recurring costs related to the proposed acquisition of Talison by Rockwood ("Acquisition Advisory Costs").
Revenue of A$28.5 million was generated in the quarter, a 10% increase over the corresponding period in the prior year.
EBITDA of A$8.4 million (excluding Acquisition Advisory Costs) increased A$2.3 million or 38% over the corresponding period in the prior year. EBITDA margin increased to 30%, compared to 24% in the corresponding period in the prior year. The increase in EBITDA was due to higher sales volume, an increase in the average sales price and a lower operating cost per tonne of lithium concentrate.
Net profit after tax of A$4.7 million, a 190% increase on the corresponding period in the prior year as a result of an increase in EBITDA and significantly lower net finance expenses.
Operating costs for the First Quarter were maintained at A$16.6 million. Operating cost per tonne of lithium concentrate decreased to A$202.
Cash and cash equivalents at the end of the First Quarter were A$81.0 million, an increase of A$6.8 million from the balance as at June 30, 2012.
LITHIUM MINERAL RESOURCES AND MINERAL RESERVES
Talison has updated its lithium Mineral Resources and Mineral Reserves as a result of surface drilling at the Greenbushes Lithium Operations, and the re-evaluation of the resource model based on updated commercial parameters following the completion of the Stage 2 expansion of the processing plant at the Greenbushes Lithium Operations.
The table below shows Talison's updated lithium Mineral Reserves estimate as of September 30, 2012 and previous estimate as of March 31, 2011. The updated Mineral Reserves estimate reflects a translation of approximately 30 Mt of Measured and Indicated Mineral Resources from Talison's March 31, 2011 estimate to Proven and Probable Mineral Reserves.
The table below shows Talison's updated lithium Mineral Resources estimate as of September 30, 2012 and previous estimate as of March 31, 2011.
Talison does not consider that the estimate of lithium Mineral Resources and Mineral Reserves will be materially affected by any known environmental, permitting, title, mining, infrastructure or metallurgical issues. For further information refer to the technical report in respect of the Greenbushes Lithium Operations titled "Greenbushes Lithium Operations, Located in Western Australia - Australia" dated June 15, 2011, a copy of which can be found on Talison's SEDAR profile at .
Rockwood recommended offer by Scheme of Arrangement(2)
(2) Certain capitalised terms and abbreviations used in this news release have the defined meanings as set out in the Scheme Booklet available on Talison's website, and on SEDAR at .
On August 23, 2012, Talison announced that it had entered into a Scheme Implementation Agreement ("SIA") with Rockwood under which it was proposed that Rockwood, or a wholly-owned entity of Rockwood, would acquire 100% of the ordinary shares in the capital of Talison ("Shares") for cash consideration of C$6.50 per share by way of a Scheme of Arrangement ("Share Scheme"). The Scheme Booklet explaining the terms of the Schemes and including a report from the Independent Expert was filed on SEDAR on October 26, 2012 and dispatched to Talison Securityholders on November 6, 2012.
The strategic and long life nature of the Greenbushes Lithium Operations was a point that was emphasised by Talison and its advisers to Rockwood during value discussions leading up to signing of the SIA. At that time, based on the preliminary assessment of results from surface drilling, updated financial assumptions, the 2012 processing plant capacity expansion and its experience with previous re-estimations and updates of lithium Mineral Resources and Mineral Reserves (including those in 2009 and 2011), Talison expected an increase in lithium Mineral Resources and lithium Mineral Reserves at the Greenbushes Lithium Operations of the magnitude reflected above.
This expected increase in lithium Mineral Resources and lithium Mineral Reserves was taken into account by the Talison Board when making its unanimous recommendation that Talison Securityholders vote in favour of the Schemes, in the absence of a Superior Proposal.
The updated lithium Mineral Resources and Mineral Reserves at the Greenbushes Lithium Operations announced today is in-line with Talison's expectations, and the Talison Board reconfirms its unanimous recommendation that Talison Securityholders vote in favour of the Schemes, in the absence of a Superior Proposal.
The Independent Expert, Ernst & Young Transaction Advisory Services Limited, who was appointed to opine on whether the Schemes are in the best interests of Talison Securityholders, was aware of the potential for a material increase in lithium Mineral Resources and Mineral Reserves at the Greenbushes Lithium Operations when preparing its report for inclusion in the Scheme Booklet.
The Independent Expert has confirmed that the updated lithium Mineral Resources and Mineral Reserves estimate announced today is not inconsistent with the valuation analysis undertaken as part of the assessment and therefore does not affect its conclusion that the Rockwood Transaction is fair and reasonable, and in the best interests of Talison Shareholders and Talison Optionholders, in the absence of a Superior Proposal.
The Independent Expert, in forming its opinion, relied on the independent report prepared by Behre Dolbear Australia Pty Limited ("BDA"), which was appointed as a technical specialist to review the assumptions applied in valuing the Greenbushes Lithium Operations. In undertaking its review, BDA was aware of the potential for an increase in lithium Mineral Resources and Mineral Reserves at the Greenbushes Lithium Operations and in its report considered that the inclusion of an additional 31 million tonnes of the then current lithium Mineral Resources in Talison's preliminary life of mine plan was justified.
BDA has confirmed that the conclusions in its report are not affected by the increase in lithium Mineral Resources and Mineral Reserves announced today as they were taken into account in arriving at their conclusion.
Macquarie Capital Markets Canada Ltd. was aware of the expected increase in lithium Mineral Resources and lithium Mineral Reserves and therefore, had the updated lithium Mineral Resources and lithium Mineral Reserves been released as at the date of the fairness opinion, it would not have changed the opinion provided by Macquarie Capital as at that date, which stated that subject to the various assumptions, explanations and limitations in that opinion, as well as other matters Macquarie Capital considered relevant, the cash consideration to be received by Talison Shareholders was fair from a financial point of view.
The updated lithium Mineral Resource estimates were prepared by Mr. Scott Jackson (BSc (Hons), CFSG, FAusIMM, MAIG), Director and Principal Consultant, of Quantitative Group Pty Ltd ("Quantitative Group") of Perth, Western Australia, in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 Edition (the JORC Code), which is comparable with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators. Quantitative Group undertook statistical analysis, grade domaining, block estimation, validation and classification of the Mineral Resource, and reviewed the QA/QC data. The geological models and block model were constructed on site by Talison staff. The Quantitative Group work was undertaken or supervised by Mr. Jackson, who also reviewed data collection and data quality. Mr. Jackson is independent of Talison and a "Qualified Person" in accordance with National Instrument 43-101.
The updated lithium Mineral Reserves were prepared by Messrs. Andrew Purvis (BSc (Hons), MSc, FAusIMM), General Manager Geology, Talison, and Stephen Green (B. Eng, FAusIMM), Manager, Mining and Environment at the Greenbushes Lithium Operations each of whom is a full-time employee of Talison and a "Qualified Person" in accordance with National Instrument 43-101. The updated lithium Mineral Reserve calculations were reviewed by Mr. Peter Ingham (MSc, BSc, FAusIMM, MIMMM, Cen), General Manager Mining, BDA. Mr. Ingham is independent of Talison and a "Qualified Person" in accordance with National Instrument 43-101.
Scientific and technical information in this press release was reviewed by or prepared under the supervision of Andrew Purvis, General Manager Geology, Talison.
STATUS OF ROCKWOOD TRANSACTION
The Federal Court of Australia has ordered the convening of meetings of Talison Securityholders to consider the Rockwood Transaction ("Scheme Meetings").
The Scheme Meetings are to be held on November 29, 2012 at the Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia, Australia from 10.00 am.
If the Schemes are approved by Talison Securityholders and by the Federal Court of Australia, they are expected to take effect on December 4, 2012; the last day of trading of Talison shares on the TSX is expected to be December 5, 2012; and payment of Scheme Consideration is expected to be made on December 14, 2012.
Further details are included in the Scheme Booklet which is available on SEDAR at and on Talison's website at
Voting on the Share Scheme
In connection with the Share Scheme, there are two important dates for determining voting entitlement which are different for beneficial and registered shareholders.
TIANQI ANNOUNCEMENT
Talison has noted the announcement by Chengdu Tianqi Industry Group Co., Ltd ("Tianqi") regarding the acquisition by its wholly-owned subsidiary of an interest in Talison and intention to submit a proposal to Talison.
Talison confirms that it has not received any proposal from Tianqi.
In the absence of a Superior Proposal, the Talison Board unanimously recommends that Talison Securityholders vote in favour of the Rockwood Transaction.
OTHER INFORMATION
A First Quarter conference call will not be held.
The unaudited condensed consolidated interim financial statements of Talison as at September 30, 2012 and for the three months ended September 30, 2012 are accessible at Talison's website, and on SEDAR at .
ABOUT TALISON
Talison is a leading global producer of lithium and has been supplying a global customer network from the Greenbushes Lithium Operations in Western Australia for over 25 years. In anticipation of sustained growth in lithium consumption, driven primarily by the secondary lithium battery market, Talison has doubled its production capacity at the Greenbushes Operations.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release, including any information as to Talison's mineral reserve and mineral resource estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, may constitute "forward-looking information" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words, or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Talison, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors, estimates and assumptions include, but are not limited to: anticipated financial and operating performance of Talison, its subsidiaries and their respective projects; Talison's market position; future prices of lithium or lithium concentrates; estimation of mineral reserves and mineral resources; realization of mineral reserve and mineral resource estimates; timing, amount and costs of estimated future production; grade, quality and content of concentrate produced; sale of production; capital, operating and exploration expenditures; costs and timing of the expansion of the Greenbushes Lithium Operations; exploration and development of the Salares 7 lithium project; costs and timing of future exploration; requirements for additional capital; government regulation of exploration, development and mining operations; environmental risks; reclamation and rehabilitation expenses; title disputes or claims; absence of significant risks relating to Talison's mining operations; the costs of Talison's hedging policy; sales risks related to China; currency; interest rates, and limitations of insurance coverage. While Talison considers these factors, estimates and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Talison and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risk factors include, among others, those described in the Financial Statements and under the heading "Risk Factors" in the annual information form of Talison for the year ended June 30, 2012 dated September 26, 2012, each of which can be found on Talison's SEDAR profile at . While Talison considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Although Talison has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this press release based on the opinions and estimates of management on the date statements containing such forward-looking information are made. Except as required by law, Talison disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
Contacts:
Talison Lithium Limited
Frank Wheatley
Executive Director
+1 (604) 985 0528
Macquarie Capital
Michael Ashforth
Executive Director
+61 (8) 9224 0644
Macquarie Capital
David Cobbold
Managing Director
+1 (416) 848 3654
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Datum: 14.11.2012 - 14:32 Uhr
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