Cenntro Electric Group Limited Announces Approval of the Scheme of Arrangement by the Supreme Court of New South
Wales
FREEHOLD, N.J. –
February 16, 2024 – 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.
Cenntro is pleased to announce that the Supreme Court of New South Wales, Australia (the "Court") made orders approving the proposed Scheme on Friday, February 16, 2024 (Australian Eastern Daylight Time, "AEDT").
Cenntro further confirms that it has today lodged an office copy of the orders made by the Court approving the
Scheme with the Australian Securities and Investments Commission ("ASIC") pursuant to sub-section 411(10) of the Corporations Act 2001 (Cth), as a result of which the Scheme is now legally effective.
An office copy of the Court orders lodged with ASIC is attached at Annexure A to this press release.
Eligible Cenntro shareholders who hold Cenntro ordinary shares of the Company as at 7:00pm (AEDT) on Thursday,
February 22, 2024 (the "Record Date") will receive one share of common stock in Cenntro Inc. in exchange for every one ordinary share of the Company which such
eligible Cenntro shareholder held as of the Record Date.
Next steps
An indicative timetable of the key milestones remaining under the Scheme is set out below:
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Expected date*
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Event
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Thursday, February 22, 2024 at 7:00pm
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Record Date – being the time and date for determining entitlements to Scheme consideration
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Tuesday, February 27, 2024
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Implementation date – being the date on which the Scheme will be implemented and Cenntro shareholders will receive the Scheme consideration which they are entitled to
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Thursday, February 29, 2024
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Commencement of dispatch to Eligible Cenntro shareholders of statements confirming the issue of common stock in Cenntro Inc.
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*All
dates and times listed in the table above are in AEDT and are indicative only and subject to change. Cenntro, in consultation with Cenntro Inc., may vary any or all of these dates
and times and will provide reasonable notice of any such variation. 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.
Investor Relations Contact:
Chris Tyson
MZ North America
CENN@mzgroup.us
949-491-8235
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com
Annexure A – Court Orders Approving the Scheme
Issued: 16 February 2024 11:52 AM
JUDGMENT/ORDER
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Court
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Supreme Court of NSW
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Division
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Equity
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List
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Corporations List
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Registry
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Supreme Court Sydney
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Case number
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2023/00292940
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First Plaintiff
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CENNTRO ELECTRIC GROUP LTD ACN 619054938
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Date made or given
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16 February 2024
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Date entered
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16 February 2024
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Filed in Court for Plaintiff: Anthony George Sommer dated 16 February 2024 VERDICT,
ORDER OR DIRECTION:
Hearing of Originating Process filed 14 September 2023. Second Court hearing.
- Black J grants leave to file in Court affidavit of Anthony George Sommer dated 16 February 2024. Black J makes orders 1 – 4 and notes
paragraph 1 of the notes.
THE COURT ORDERS THAT:
1. Pursuant to s 411(4)(b) of the Corporations
Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its shareholders, the terms of which are set out in the document at Attachment C of the document comprising Exhibit P1 in the proceeding (Scheme), is approved.
2. The Plaintiff lodge with the Australian
Securities and Investments Commission a copy of the approved Scheme at the time of lodging a copy of these Orders.
3. Pursuant to s 411(12) of the Act, the
Plaintiff is exempted from compliance with s 411(11) of the Act in relation to the Scheme.
4. These orders be entered forthwith.
THE COURT NOTES THAT:
1. The HoldCo Shares to be issued by Cenntro,
Inc. (HoldCo) pursuant to the Scheme will not be registered under the Securities Act of 1933 (US) (US Securities Act) or the securities laws of any other state jurisdiction in the United States. In connection with the implementation of the
Scheme and the issue of the HoldCo Shares, the Plaintiff and HoldCo intend to rely on the Court's approval of the Scheme for the purpose of qualifying for an exemption from the registration requirements of the US Securities Act, provided for
by s 3(a)(10) of the US Securities Act.
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Signature
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Chris D'Aeth
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Capacity
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Principal Registrar
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Date
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16 February 2024
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If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this
document is taken to have been signed if the person’s name is printed where his or her signature would otherwise appear.
PERSON PROVIDING DOCUMENT FOR SEALING UNDER UCPR 36.12
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Name
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CENNTRO ELECTRIC GROUP LTD, Plaintiff 1
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Legal representative
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Beverley Newbold
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| Legal representative reference |
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Telephone
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02 9921 4894 |
FURTHER DETAILS ABOUT Plaintiff(s)
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First Plaintiff
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Name
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CENNTRO ELECTRIC GROUP LTD ACN 619054938
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Address
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c/- MinterEllison, Governor Macquarie Tower Level 40
1 Farrer Place
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SYDNEY NSW 2000
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Telephone
Fax
E-mail
Client reference
Legal representative
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Name
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Beverley Newbold
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Practicing certificate number
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33378
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Governor Macquarie Tower |
Level 40
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1 Farrer Place |
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SYDNEY NSW 2000
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DX address
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Telephone
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02 9921 4894
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Fax
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02 9921 8070
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Email
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beverley.newbold@minterellison.com
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| Electronic service address |
beverley.newbold@minterellison.com
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FURTHER DETAILS ABOUT (s)
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