Arcadium Lithium plc

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 1(10)(a)(ii) -- Application by a reporting issuer for an order that it is not a reporting issuer -- To the knowledge of the issuer, and based on diligent enquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 3.95% of the total number of shareholders of the issuer worldwide -- issuer is subject to U.S. and Australian securities law -- issuer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material it is required to deliver under U.S. and Australian securities laws.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii).

[Original text in French]

August 2, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A
REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
ARCADIUM LITHIUM PLC
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11- 102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan (together with the Jurisdictions, the Reporting Jurisdictions); and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the laws of the Bailiwick of Jersey with its head office in Ireland.

2. The Filer is currently a reporting issuer in the Reporting Jurisdictions and an "SEC foreign issuer" pursuant to National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

3. As of January 4, 2024, the Filer became a reporting issuer in the Reporting Jurisdictions following the completion of an arrangement with, inter alios, Allkem Limited (Allkem), a company limited by shares governed by Australian law and at the relevant time, a reporting issuer in the Reporting Jurisdictions, and Livent Corporation (Livent), a New York Stock Exchange listed corporation existing under the laws of the State of Delaware (the Arrangement). Pursuant to the Arrangement, Allkem and Livent became wholly owned subsidiaries of the Filer and the Filer issued 1,074,494,695 ordinary shares (the Shares) (including in the form of Chess Depository Interests (CDIs)) to Allkem and Livent shareholders. Prior the completion of the Arrangement, the ordinary shares of Allkem were quoted on the Australian Securities Exchange (ASX) and listed on the Toronto Stock Exchange (TSX) under the symbol "AKE".

4. The Filer became a reporting issuer in each of the Reporting Jurisdictions by virtue of meeting the criteria set out in Section 68(4) in the Securities Act (Québec), based on Allkem's status at that time as a reporting issuer in the Reporting Jurisdictions.

5. As of January 4, 2024, there were approximately 1,074,494,695 Shares (including in the form of CDIs) and no preferred shares of the Filer issued and outstanding. The Filer also has equity awards exercisable into 6,740,707 Shares (Equity Awards) issued and outstanding, which includes Equity Awards that are to be issued as replacement Equity Awards in respect of Allkem's performance rights in accordance with the transaction agreement entered into in connection with the Arrangement. Prior to the Arrangement, Livent had issued and outstanding US$245.75 million in aggregate principal amount of 4.125% convertible senior notes due in July 2025, which are convertible into approximately 67,693,027 Shares (2025 Notes). The 2025 Notes were issued by Livent in a private placement under U.S. securities laws and are not quoted or traded on any stock exchange in any jurisdiction.

6. The Filer maintains a primary listing of the Shares on the New York Stock Exchange (NYSE and together with the ASX, Foreign Exchanges) and a foreign exempt listing on the ASX via CDIs.

7. The Filer has retained its transfer agent, Computershare Investor Services (Jersey) Limited, Broadridge Financial Services Inc. (Broadridge) and Nasdaq, Inc. (Nasdaq) to provide a breakdown of registered and beneficial holders of Shares (including in the form of CDIs) resident in Canada. Based on this investigation:

Broadridge and Nasdaq reported that, as of January 4, 2024:

(a) residents of Canada, directly or indirectly, own a total of 13,897,218 Shares as beneficial holders, representing approximately 1.29% of the outstanding Shares worldwide; and

(b) the Filer has a total of approximately 216,480 beneficial holders of Shares worldwide, of which approximately 8,608 are residents of Canada, who represent 3.98% of the total number of the beneficial holders of Shares worldwide.

As at January 4, 2024, according to the Filer's records of the holders of Equity Awards:

(a) residents of Canada, directly or indirectly, beneficially own a total of 306,966 Equity Awards, representing approximately 4.55% of the outstanding Equity Awards worldwide; and

(b) the Filer has a total of 262 beneficial holders of Equity Awards worldwide, of which 22 are residents of Canada, who represent 8.40% of the total number of beneficial holders of Equity Awards worldwide.

As at January 4, 2024, if all of the holders of the Equity Awards who were residents of Canada exercised such securities, and no other persons exercised such securities:

(a) residents of Canada, directly or indirectly, would own a total of 14,260,690 Shares, representing approximately 1.33% of the outstanding Shares worldwide; and

(b) the Filer would have a total of 218,747 registered and beneficial holders of Shares worldwide, of which 8,632 would be residents of Canada, who would represent approximately 3.95% of the total number of the registered and beneficial holders of Shares worldwide.

Broadridge reported that, as of January 19, 2024, there are no residents of Canada, directly or indirectly, who own any 2025 Notes as a beneficial holder or registered holder.

8. Based on the foregoing, the Filer does not meet the criteria for the simplified procedure under Section 19 of the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) because (a) its outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by more than 15 securityholders in each of the jurisdictions of Canada and 51 or more securityholders in total worldwide; and (b) the Shares are traded on the NYSE and, via CDIs, on the ASX.

9. The Filer is not eligible to use the modified procedure under Section 20 of NP 11-206 because the Filer estimates that the number of beneficial holders of Shares in Canada represent more than to 2% of the total number of securityholders of the Filer worldwide.

10. None of the Filer's securities have ever been traded on a market or quotation or a trade reporting system in Canada and there is no public market in Canada for the Filer's securities and no such public market is expected to develop.

11. In the twelve (12) months before the date hereof, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

12. The Filer is subject to the 1934 Act and files periodic reports with the U.S. Securities and Exchange Commission and is registered as a foreign company carrying on business in Australia and the Shares are listed on the Foreign Exchanges (via CDIs on the ASX).

13. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to its United States and Australian resident securityholders under United States and Australian securities laws and stock exchange requirements.

14. The Filer has issued a press release providing advance notice to its Canadian resident securityholders that the Filer has made an application for the Order Sought, and if the Order Sought is made, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.

15. The Filer is not an "OTC reporting issuer" pursuant to Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

16. The Filer has stated that, as of the date hereof, it is also not in default under any of the requirements of corporate legislation in its governing jurisdiction, United States, Australian or Canadian securities legislation or the rules and policies of the Foreign Exchanges.

17. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in each of the Reporting Jurisdictions. If each of the Decision Makers grants the Order Sought, the Filer will no longer be a reporting issuer in the Reporting Jurisdictions.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Marie-Claude Brunet-Ladrie"
Directrice de la surveillance des émetteurs et initiés Autorité des marchés financiers

OSC File # : 2024/0105