Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro”
or “the Company”), a leading electric vehicle technology
company with advanced, market-validated electric commercial
vehicles, refers to the proposed scheme of arrangement in relation
to which Cenntro will re-domicile from Australia to the United
States ("U.S.", the “Scheme”), and under which
Cenntro will become a subsidiary of Cenntro Inc., a corporation
incorporated in accordance with the laws of the state of Nevada for
the purpose of effecting the Scheme.
Today, the Supreme Court of New South Wales, Australia (the
"Court") made orders adjourning the second court hearing to
approve the Scheme (the "Second Court Hearing") from
February 14, 2024 at 9:15am (Australian Eastern Daylight Time,
"AEDT") to Friday, February 16, 2024 at 9:15am (AEDT) (the
"Adjournment"). The Adjournment was sought to enable Cenntro
to prepare further evidence and submissions regarding the voting
results relating to the meeting of Cenntro shareholders to approve
the Scheme.
An updated and indicative timetable for the Scheme,
incorporating the Adjournment, is set out below.
Adjourned Second Court Hearing
As noted above, the Second Court Hearing has been adjourned to
9:15am (AEDT) on Friday, February 16, 2024. The Second Court
Hearing will be held in the Supreme Court of New South Wales at
Queens Square, 184 Phillip Street, Sydney, New South Wales, 2000.
For further information about how to attend the hearing please
refer to the Court's website at
https://supremecourt.nsw.gov.au/.
A Cenntro shareholder has the right to appear and be heard at
the Second Court Hearing and may oppose the approval of the Scheme
at the Second Court Hearing. If you wish to oppose approval of the
Scheme by the Court at the Second Court Hearing, you must file with
the Court, and serve on Cenntro, a notice of appearance, in the
prescribed form, together with any affidavit on which you wish to
rely at the hearing. The notice of appearance and affidavit must be
served on Cenntro at its address for service at least one day
before the date of the Second Court Hearing.
The address for service is: c/o MinterEllison, Level 40,
Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000,
Attention: Anthony Sommer, MinterEllison, Tel: (02) 9921 4182. The
notice of appearance and affidavit must also be sent by email to
anthony.sommer@minterellison.com.
Next Steps
The Scheme remains subject to the approval of the Court at the
adjourned Second Court Hearing scheduled for 9:15am (AEDT) on
Friday, February 16, 2024. If the Court approves the Scheme,
Cenntro proposes to lodge an office copy of the orders of the Court
with the Australian Securities and Investments Commission
("ASIC") on the same day, at which time the Scheme will
become effective. Cenntro does not currently anticipate any delay
to the balance of the Scheme timetable and it remains Cenntro's
intention that the Scheme will then be implemented on Tuesday,
February 27, 2024 (AEDT).
Updated Scheme timetable
The key dates for implementation of the Scheme are set out
below:
Expected date*
Event
Friday, February 16, 2024 at 9:15am
Second Court Hearing to obtain orders
approving the Scheme
Friday, February 16, 2024
Lodgement by Cenntro with ASIC of the
Court orders approving the Scheme
Thursday, February 22, 2024 at 7:00pm
Record Date
Tuesday, February 27, 2024
Implementation Date
Thursday, February 29, 2024
Commencement of dispatch to Scheme
Shareholders of statements confirming the issue of HoldCo
Shares
*All dates and times listed in the table above are in Australian
Eastern Daylight Time and are indicative only and subject to
change. Cenntro, in consultation with HoldCo, may vary any or all
of these dates and times and will provide reasonable notice of any
such variation. Certain times and dates are conditional on the
conditions precedent to the Scheme, including approval of the
Scheme by the Court, being satisfied or waived (as applicable). Any
changes will be announced by Cenntro to Nasdaq and published on
Cenntro’s website at www.cenntroauto.com.
About Cenntro Electric Group Ltd.
Cenntro Electric Group Ltd. (NASDAQ: CENN) is a leading maker
and provider of electric commercial vehicles (“ECVs”).
Cenntro's purpose-built ECVs are designed to serve a variety of
commercial applications inclusive of its line of class 1 to class 4
trucks. Cenntro is building a globalized supply-chain, as well as
the manufacturing, distribution, and service capabilities for its
innovative and reliable products. Cenntro continues to evolve its
products capabilities through advanced battery, powertrain, and
smart driving technologies. For more information, please visit
Cenntro's website at: http://www.cenntroauto.com/.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts.
Such statements may be, but need not be, identified by words such
as "may,'' "believe,'' "anticipate,'' "could,'' "should,''
"intend,'' "plan,'' "will,'' "aim(s),'' "can,'' "would,''
"expect(s),'' "estimate(s),''"project(s),'' "forecast(s)'',
"positioned,'' "approximately,'' "potential,'' "goal,''
"strategy,'' "outlook'' and similar expressions. Examples of
forward-looking statements include, among other things, statements
regarding assembly and distribution capabilities, decentralized
production, and fully digitalized autonomous driving solutions. All
such forward-looking statements are based on management's current
beliefs, expectations and assumptions, and are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from the results expressed or implied in this
communication. For additional risks and uncertainties that could
impact Cenntro’s forward-looking statements, please see disclosures
contained in Cenntro's public filings with the SEC, including the
"Risk Factors" in Cenntro's Annual Report on Form 10K/A filed with
the Securities and Exchange Commission on July 6, 2023 and which
may be viewed at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20240214334080/en/
Investor Relations Contact: Chris Tyson MZ North America
CENN@mzgroup.us 949-491-8235
Company Contact: PR@cenntroauto.com
IR@cenntroauto.com
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