Turquoise Hill Resources Ltd. (Turquoise Hill or the Company) announced today that it is proceeding with the planned consolidation (or reverse stock-split) of the Company’s issued and outstanding common shares at a ratio of one post-consolidation share for every ten pre-consolidation shares (the Consolidation). The Consolidation will be effective as of October 23, 2020. Notice has been provided to the New York Stock Exchange (NYSE) and conditional approval to proceed with the Consolidation has been received from the Toronto Stock Exchange (TSX). Subject to the receipt of all required and final approvals, the Company’s common shares are expected to begin trading on the NYSE and the TSX, on a consolidated basis, on or about October 26, 2020.
The Company’s shareholders approved a special resolution at the Company’s annual and special meeting of shareholders held on July 24, 2020, granting the board of directors authority, in its sole discretion, to implement
the Consolidation and to select the exact consolidation ratio, provided that (i) the ratio be no smaller than one post-consolidation share for every five pre-consolidation shares and no larger than one post-consolidation
share for every thirty pre-consolidation shares, and (ii) the number of pre-consolidation shares in the ratio be a whole number of common shares. The principal reason for implementing the Consolidation is to ensure that
the Company’s common shares remain eligible for continued listing on the NYSE. The NYSE’s listing rules require that a listed security must have an average closing price of at least US$1.00 over a 30- day trading period in order to remain eligible for continued listing on the exchange.
The Consolidation will reduce the number of issued and outstanding common shares of the Company from 2,012,314,469 shares to approximately 201,231,446 shares. Turquoise Hill’s common shares will continue to trade on the NYSE and the TSX under the existing ticker symbols. Following the Consolidation, the new CUSIP number for the Company’s common shares will be 900435207 and the new ISIN will be CA9004352071.
Proportionate adjustments will be made to the Company’s outstanding performance share units, restricted share units and deferred share units. No fractional Common Shares will be issued pursuant to the Consolidation. Any and all such fractional shares will be aggregated and sold by the Company’s transfer agent
and registrar, AST Trust Company (Canada) (AST), on the market and in the event that the proceeds therefrom, net of brokerage commissions, expenses and withholding taxes, exceed US$5.00, such proceeds shall be paid to the relevant shareholders in proportion to their fractional entitlements. The Company is only responsible for dealing with fractions arising on registered holdings. For shareholders who hold their common shares through an intermediary (such as a securities broker, dealer, bank or other financial institution), the
effect of the Consolidation on their individual holdings will be administered by the intermediary.
Further details on the Consolidation are contained in the amended management information circular of the Company dated June 17, 2020, which has been filed and is available under the Company’s profile on SEDAR at www.sedar.com.
AST will act as the exchange agent for the Consolidation. While a letter of transmittal was previously mailed to the Company’s registered shareholders along with its proxy materials in March of 2020, a new letter of
transmittal will be mailed to the Company’s registered shareholders in respect of the Consolidation.
Registered shareholders will be required to send their certificate(s) representing pre-Consolidation common shares of the Company, along with a properly executed letter of transmittal, to AST in accordance with the
instructions provided in the letter of transmittal. Shareholders who previously returned their certificates to AST with a properly executed letter of transmittal will not be required to take any further action with respect to the
Consolidation. Shareholders who hold their common shares through a securities broker, dealer, bank or other financial institution will not be required to take any action with respect to the Consolidation and should contact
that intermediary for their post-Consolidation positions. A copy of the new letter of transmittal will be available on the Company's profile on SEDAR at www.sedar.com, and will also be posted on the Company’s website at
www.turquoisehill.com