Astron Corporation Limited (ASX:ATR) (Astron or the Company) refers to the shareholder approved scheme of arrangement (Scheme) to redomicile the Astron Group1 from Hong Kong to Australia (Redomicile) wherein the newly established Australian company, Astron Limited (referred to herein as Aus NewCo) will become the listed parent company of the Astron Group and the Company's securities will be replaced with Aus NewCo securities on a two for one (2:1) basis.
The Company is pleased to announce that the Court order lodged yesterday with the Registrar of Companies in Hong Kong has today been registered and the Scheme is now legally effective. Consistent with the Scheme timetable, trading in CHESS Depository Interests (CDI) of the Company on the ASX will cease at market-close today and trading of Aus NewCo Shares will commence on the ASX on a deferred settlement basis at market-open on 21 August 2025. Capitalised terms not otherwise defined in this announcement have the meaning given in the Scheme Document released 2 July 2025.
Scheme Consideration Company Shareholders (other than Chess Depositary Nominees Pty Ltd) holding shares at 5:00pm (HKT) / 7:00pm (AEST) on 22 August 2025 (Scheme Record Date) will receive two (2) Aus NewCo shares for every one (1) Company share held. Company CDI Holders (other than Excluded Shareholders) holding CDIs on the Scheme Record Date will receive two (2) Aus NewCo shares for every one (1) Company CDI held. Previously granted unquoted options and performance rights issued to Directors and key management personnel pursuant to the Company's Employee Share Option Plan and Performance Rights Plan and unquoted options issued to L39 Pty Ltd will be cancelled and replaced with unquoted options and performance rights over Aus NewCo shares on terms that are materially the same as prior terms (noting that the number of performance rights and options will double and the exercise price will halve, based on the 2:1 share implementation ratio). Implementation of the Scheme and despatch of holding statements to shareholders are expected 29 August 2025
Scheme Consideration
Company Shareholders (other than Chess Depositary Nominees Pty Ltd) holding shares at 5:00pm (HKT) / 7:00pm (AEST) on 22 August 2025 (Scheme Record Date) will receive two (2) Aus NewCo shares for every one (1) Company share held. Company CDI Holders (other than Excluded Shareholders) holding CDIs on the Scheme Record Date will receive two (2) Aus NewCo shares for every one (1) Company CDI held. Previously granted unquoted options and performance rights issued to Directors and key management personnel pursuant to the Company's Employee Share Option Plan and Performance Rights Plan and unquoted options issued to L39 Pty Ltd will be cancelled and replaced with unquoted options and performance rights over Aus NewCo shares on terms that are materially the same as prior terms (noting that the number of performance rights and options will double and the exercise price will halve, based on the 2:1 share implementation ratio). Implementation of the Scheme and despatch of holding statements to shareholders are expected 29 August 2025.
Astron Scheme Information
Line Shareholders and CDI Holders who have queries regarding the Scheme are encouraged to contact their legal, financial, tax or other professional advisers or the Astron Scheme Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (AEST) Monday to Friday (excluding public holidays).
Contact:
Tiger Brown
Managing Director
Tel: +61 3 5385 7088
Email: contact@astronlimited.com
Joshua Theunissen
Australian Company Secretary
Tel: +61 3 5385 7088
Email: contact@astronlimited.com
About Astron
Astron Corporation Limited (ASX: ATR) is an Australian-based company listed on the ASX. With over 35 years of operating history, Astron has been involved in mineral sands processing, downstream product development, and the marketing and sales of zirconium and titanium related products. Astron's prime focus is the development of its large, long-life Donald Rare Earth and Mineral Sands Project in regional Victoria, Australia. In addition to its Australian assets, the Company also conducts a mineral sands trading operation based in Shenyang, China and owns and operates a zircon and titanium chemicals research facility, which includes a mineral separation facility processing mineral concentrate products into final products, in Yingkou, China.
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