TIDMACG
RNS Number : 9262Y
ACG Acquisition Company Limited
08 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
8 January 2024
ACG Acquisition Company Limited ("ACG" or the "Company")
Shareholders Circular and
Notice of Extraordinary General Meeting of Shareholders
ACG announces today that it is seeking Shareholder approval to
(i) extend the deadline by which an Acquisition (as defined in the
IPO Prospectus) must be completed from 25 January 2024 (the
"Current Acquisition Deadline") to 30 June 2024 (the "Extended
Acquisition Deadline" and, such proposed extension, the
"Extension") and (ii) release from the Escrow Account an amount
equal to $491,856.59, subject to the Extension being approved, for
use by the Company to fund part of its operational expenses until
the Extended Acquisition Deadline (the "Escrow Release"). In
addition, the Company will provide Class A Ordinary Shareholders
with the right to redeem all or a portion of their Class A Ordinary
shares, all as described in the Shareholders Circular and Notice of
Extraordinary General Meeting of Shareholders published today by
the Company (the "Extension EGM Circular").
Reasons for Extension, Escrow Release and Convening of Extension
EGM
Following the extraordinary general meeting of the Company held
on 25 October 2023 and the extension of the deadline by which the
Company must complete an acquisition to the Current Acquisition
Deadline (the "First Extension"), the Company has continued to work
diligently on identifying suitable targets for a potential
acquisition. Discussions with respect to several potential targets
are ongoing at various stages, although no binding agreements have
been entered into as of the date hereof. In respect of one such
opportunity, the Company has signed a non-binding term sheet for
the acquisition of a controlling stake in an operating mine in the
EMEA region with an estimated copper equivalent production of 20-25
ktpa. The acquisition would require funding on the order of $200
million through a combination of debt and equity financing. At this
stage, there can be no certainty that a binding agreement in
respect of this opportunity will be reached nor as to the terms of
any potential financing.
In order to allow the Company sufficient time to complete an
Acquisition, it is seeking an extension of the Current Acquisition
Deadline to the Extended Acquisition Deadline by way of a
Resolution of Shareholders (as defined in the Company's Memorandum
and Articles), which requires the affirmative vote of a majority of
the votes of the Shares entitled to vote thereon which are present
at the Extension EGM (as defined below). The Company considers that
the extension beyond the Current Acquisition Deadline is
appropriate in the circumstances, giving Shareholders the option of
participating in a potential future Acquisition through the
Company.
In addition, the Company is requesting that, subject to the
Extension being approved, an amount equal to $491,856.59 be
released from the Escrow Account (the "Additional Interest") for
use by the Company to fund part of its operational expenses until
the Extended Acquisition Deadline. The Additional Interest
represents interest which was received, or otherwise accrued until
the redemption payment date, on the funds in the Escrow Account in
respect of the 12,471,732 Class A Ordinary Shares that were
redeemed in connection with the First Extension (the "Redeemed
Shares") following the date as of which the redemption price was
calculated for such Redeemed Shares pursuant to the Company's
Memorandum and Articles (being the amount then on deposit in the
Escrow Account as of two business days prior to 12 October 2023).
Such release requires the affirmative vote of two-thirds of the
votes of all Class A Ordinary Shareholders entitled to vote thereon
(the "Interest Release Resolution"). The Extension is not
contingent upon the approval of the Interest Release
Resolution.
As a result, ACG today announces the publication of the
Extension EGM Circular convening a meeting of the Shareholders of
ACG (the "Extension EGM") for the purpose of considering and, if
thought fit, voting to approve the Extension and the Escrow
Release, and making corresponding revisions to the Company's
Memorandum and Articles. Shareholders are not being asked to
approve any Acquisition.
The Co-Sponsors, their shareholders and affiliates thereof (the
"Co-Sponsors Group") have agreed to vote all Class B Shares held by
them in favour of the resolutions in respect of which holders of
Class B Shares are entitled to vote at the Extension EGM, including
to approve the Extension. The Co-Sponsors Group holds 72.7% of the
Shares entitled to vote on the Extension at the Extension EGM. As
such, assuming all such Shares are voted in favour of the Extension
at the Extension EGM, it will be approved.
As described more fully in the Extension EGM Circular, the
Company is in discussions with the Co-Sponsors and other investors
about providing additional funding, including in the form of loans
on normal market terms, to allow the Company to continue to work on
identifying suitable targets and entering into an acquisition
agreement in the ordinary course of its business until the Extended
Acquisition Deadline (the "Additional Funding"). If approved by the
Shareholders, the Board will only effect the Extension and
corresponding amendments to the Company's Memorandum and Articles
if the Company enters into binding agreements in respect of the
Additional Funding by, at the latest, 25 January 2024.
The Extension EGM will be held at 10:00 a.m. London time on 16
January 2024 at Cleary Gottlieb Steen & Hamilton LLP, 2 London
Wall Place, Barbican, London, EC2Y 5AU, England.
In addition to being available at www.acgcorp.co subject to
certain access restrictions, shareholders of ACG will also receive
a copy of the Extension EGM Circular by postal mail.
Exercise of Redemption Rights
Redemption Rights and Redemption Price
The Company's Memorandum and Articles provide that, absent an
extension, in the event the Company fails to consummate an
Acquisition by the Current Acquisition Deadline, Class A Ordinary
Shareholders shall have their Class A Ordinary Shares automatically
redeemed and payment in respect of such Class A Ordinary Shares
will be made through CREST by the Depositary, Link Market Services
Trustees Limited, as promptly as reasonably possible, but by no
later than 8 February 2024.
However, as described above, the Company is now convening the
Extension EGM to, among other matters, consider and, if thought
fit, approve, the Extension. Accordingly, to allow Class A Ordinary
Shareholders that so wish to keep their Class A Ordinary Shares for
the duration of the Extension, the Company shall not automatically
redeem public Class A Ordinary Shares, but provide instead to Class
A Ordinary Shareholders the right to redeem their Class A Ordinary
Shares at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Escrow Account calculated
as of two business days prior to the Current Extension Deadline
(including any Overfunding), divided by the number of then issued
and outstanding Class A Ordinary Shares. The gross redemption price
of a Class A Ordinary Share is expected to be $10.325 per Class A
Ordinary Share, plus pro rata entitlement to any interest accrued
on the Escrow Account as reduced by any taxes paid or payable. The
amount held in the Escrow Account earns interest at a rate equal to
the Secured Overnight Financing Rate less 5 basis points. The
amount on deposit on the Escrow Account as of 29 December 2023 was
equal to $806,051.59.
The gross redemption price of any Class A Ordinary Share
redeemed in connection with the Extension will not be affected by
the outcome of the vote to be held at the Extension EGM on the
Interest Release Resolution.
In the event that the Extension is not approved at the Extension
EGM, the automatic redemption process described above will
complete, in accordance with Regulation 26 of the Company's
Memorandum and Articles.
Submitting Class A Ordinary Shares for Redemption
Redemption elections can be made through the UK's
Certificateless Registry for Electronic Share Transfer ("CREST")
from 9 January 2024 for holders of depositary interests
representing Class A Ordinary Shares. Class A Ordinary Shareholders
wishing to participate in the redemption should contact their
broker, bank or other institution through which they hold their
depositary interests in Class A Ordinary Shares to access CREST.
Redemptions cannot be submitted through means other than CREST.
Full election instruction details will be provided directly within
the CREST GUI Corporate Action event details under ISIN
VGG0056A1030.
If a Class A Ordinary Shareholder wishes to redeem all or a
portion of their depositary interests in Class A Ordinary Shares (a
"Redeeming Shareholder"), they are required to submit their
redemption election electronically through CREST by 1:00 pm London
time at the latest on 12 January 2024 (the "Election Cut-off
Time"). Redeeming Shareholders should instruct their broker, bank
or other institution through which they hold their depositary
interests in Class A Ordinary Shares in time for these to be
tendered through CREST before the Election Cut-off Time. Please
note that brokers, banks or other institutions through which
depositary interests in Class A Ordinary Shares are held will
establish their own cut-off dates and times for the tender of such
securities, which may be earlier than the Election Cut-off Time.
Redeeming Shareholders should check with their broker, bank or
other institution to determine the appropriate procedures. Class A
Ordinary Shareholders who validly elect to redeem all or a portion
of their depositary interests in the Class A Ordinary Shares on or
before the Election Cut-off Time shall have such depositary
interests in
the Class A Ordinary Shares redeemed and payment in respect of
such will be made by Link Market Services Trustees Limited, acting
as Depositary, as promptly as reasonably possible, but by no later
than 8 February 2024. The final redemption price per Class A
Ordinary Shareholders will be confirmed prior to payment within
CREST.
If a holder of Class A Ordinary Shares does not wish to redeem
any of their Class A Ordinary Shares, they do not need to submit a
redemption election through CREST or take any other action. The
redemption of the Class A Ordinary Shares held by a Class A
Ordinary Shareholder does not trigger the repurchase or redemption
of any Warrants held by such Class A Ordinary Shareholder.
Accordingly, Class A Ordinary Shareholders whose Class A Ordinary
Shares are redeemed by the Company will retain all rights to any
public Warrants that they may hold at the time of such
redemption.
Withdrawal of elections to redeem
Any Redeeming Shareholder that has validly submitted their
depositary interests in Class A Ordinary Shares for redemption
through CREST may, prior to the Election Cut-off Time, notify the
Depositary by email at the following address -
shareholderenquiries@linkgroup.co.uk - that it wishes to withdraw
such submission.
Expected Timetable of Principal Events (1)
The milestones in respect of the Extension are as shown
below.
Event Expected time/date
Publication of this document 8 January 2024
---------------------------------
Commencement of redemption 9 January 2024
period
---------------------------------
Record date for the Extension 5 p.m. on 10 January 2024
EGM
---------------------------------
Deadline for submitting form 10 a.m. on 11 January 2024
of directions
---------------------------------
Deadline for submitting form 10 a.m. on 12 January 2024
of proxies
---------------------------------
Redemption deadline for existing 1 p.m. on 12 January 2024
ACG shareholders
---------------------------------
Extension EGM 10 a.m. on 16 January 2024
---------------------------------
Current Acquisition Deadline 25 January 2024
---------------------------------
Redemption payment date By no later than 8 February 2024
---------------------------------
Extended Acquisition Deadline, 30 June 2024
if approved
---------------------------------
(1) All dates are indicative and subject to change. All times
are London time.
Further announcements will be made in due course.
Unless otherwise defined, capitalised terms used in this
announcement have the meaning set forth in the prospectus relating
to the Acquisition approved by the U.K. Financial Conduct Authority
and published by ACG on 30 June 2023.
- ENDS -
The person responsible for the release of this information on
behalf of the Company is Artem Volynets, Chief Executive
Officer.
For further information please contact:
Palatine acg@palatine-media.com
Communications Advisor
Conal Walsh / Andreas Grueter / Richard Seed / Kelsey
Traynor
About the Company
ACG Acquisition Company Limited is a SPAC looking to benefit
from favourable price conditions for new economy metals and other
mining materials.
The Company aims to optimise its expertise in global mining by
combining with a mining company that produces materials
characterised by supply constraints and rising long-term demand.
The combined entity will capitalise on the need for resource
security and geographic supply diversification, as well as the
global energy transition.
ACG's team has extensive M&A experience built through
decades spent at blue-chip multinationals in the sector. The team
brings a significant network, including access to many mining
companies as well as a commitment to ESG principles and strong
corporate governance.
For more information about ACG, please visit: www.acgcorp.co
Forward-looking statements
Some of the information in these materials may contain
projections or other forward-looking statements regarding future
events or the future financial performance of the Company. You can
identify forward looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could",
"may" or "might" the negative of such terms or other similar
expressions. The Company wishes to caution you that these
statements are only predictions and that actual events or results
may and often do differ materially. The Company does not intend to
update these statements to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of
unanticipated events. Any forward-looking statements reflect the
Company's current view with respect to future events and many
factors could cause the actual results to differ materially from
those contained in projections or forward-looking statements of the
Company, including, among others, ACG's ability to obtain adequate
information to evaluate any target assets, ACG's ability to
successfully or timely complete any future acquisition, ACG's
expectations around the performance of any target assets, ACG's
potential ability to obtain additional financing to complete any
future acquisition and the financial performance of the enlarged
group that would result from the potential completion of any future
acquisition. Forward-looking statements speak only as of the date
they are made.
Important notices
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase, subscribe for, any securities.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities of the Company have not or will not
be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.
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END
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