NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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
THIS ANNOUNCEMENT
IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES
OF THE COMPANY (AS DEFINED BELOW) IN ANY JURISDICTION WHERE IT
WOULD BE UNLAWFUL TO DO SO
19 August 2024
ACG Acquisition
Company Limited
("ACG" or the "Company")
MaRKET
UPDATE
BACKGROUND
On 18 July 2024, ACG announced that
it had agreed the acquisition of the Gediktepe Mine in Türkiye from
Lidya Madencilik Sanayi ve Ticaret Anonim Şirketi, a subsidiary of
Istanbul-based conglomerate Çalık Holding (the "Acquisition").
On 7 August 2024, ACG announced the
publication of a prospectus (the "Prospectus") which had been approved by the U.K. Financial Conduct
Authority in relation to the Acquisition and a related equity
placing (the "Placing").
On 7 August 2024, ACG
also announced the publication of a
circular (the "Circular") and a notice of extraordinary
general meeting of its shareholders ("EGM
Notice") convening a meeting of
the shareholders of ACG (the
"Acquisition
EGM") for
the purpose of considering and voting on the adoption of certain
resolutions, including, but not limited to, the approval of the
Acquisition.
The Prospectus, the EGM Notice and
the Circular are available on the Company's website
at www.acgcorp.co, subject to certain access restrictions. Capitalised terms
not otherwise defined in this announcement have the meaning set
forth in the Prospectus.
UPDATE on Acquisition
The ACG Management team has been
encouraged by strong engagement with its equity story during
roadshow meetings conducted to date.
While discussions
with investors are
ongoing, ACG has decided to extend the book building process for the Placing until 27
August 2024 and to
postpone the deadline for redemptions by existing holders of Class A
ordinary shares to 1:00 p.m.
on 28 August 2024. Completion of the Acquisition, settlement of the Placing and
redemption payments are expected on 30 August 2024.
ACG notes that it
has received a notification of conversion from a holder of
Class B shares into Class A
ordinary shares as permitted by ACG's memorandum
and articles of association (M&A) and
with effect as of today. Such conversion has no effect on
the ongoing redemption process for Class A ordinary shares and such
shareholder is not entitled to any of the proceeds in the Escrow
Account (as defined in the
M&A).
ACG further announces today
that the Acquisition was approved
through written resolutions adopted today
by 96.1% of
holders of the Company's
Class A ordinary shares entitled
to vote thereon. In addition, amended and restated
memorandum and articles of association of the Company in the form recommended by ACG's board and appended as Exhibit B to
the EGM Notice have been approved, subject to the closing of the Acquisition,
through written resolutions adopted today by 69.0% of
the Company's Shareholders entitled to vote thereon, with effect upon the completion of the
Acquisition.
As a result of the above, the
Acquisition EGM is no longer needed and is hereby
cancelled.
ACG will publish a
further update on the transaction in due
course.
About ACG
ACG is a special purpose acquisition
company with a vision to consolidate the critical metals industry,
starting with the copper sector. Through a series of roll-up
acquisitions, ACG intends to become a premier supplier of copper
and other critical metals to the western OEM supply chain, with
best-in-class ESG and carbon footprint characteristics. On 12
October 2022, ACG successfully raised proceeds of approximately
US$125 million in its initial public offering ("IPO"), and listed
on the London Stock Exchange (symbols: ACG and ACGW). On 27 June
2024, ACG extended the deadline by which it is required to complete
an acquisition from 30 June 2024 to 12 October 2024. For further
information please visit: www.acgcorp.co
Contacts for ACG
Palatine Communications -
Communications
Advisor
Conal Walsh / Andreas Grueter /
Richard Seed
acg@palatine-media.com
Stifel Nicolaus Europe Limited -
Capital Markets
Advisor
Varun Talwar / Ashton Clanfield /
Gregory Rodwell
snelibACGMetals@stifel.com
+44(0) 20 7710 7600
DISCLAIMER
This communication is an advertisement for the
purposes of the U.K. Prospectus Regulation (as defined below) and
underlying legislation. It is not a prospectus. The Prospectus
relating to the Placing has been approved by the U.K. Financial
Conduct Authority and has been published by the Company and is
available on the Company's website at www.acgcorp.co,
subject to certain access restrictions.
This announcement is not for
publication or distribution, directly or indirectly, in or into
Australia, Canada, Japan, the Republic of South Africa or the
United States or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
These materials are not an offer for
sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered,
sold, resold, pledged, delivered, assigned or otherwise
transferred, directly or indirectly, within the United States
except pursuant to an effective registration statement under the
Securities Act, to persons reasonably believed to be qualified
institutional buyers ("QIBs") in reliance on Rule 144A of the
Securities Act or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, in
each case in accordance with any applicable securities laws of any
state of the United States. There has been and will be no public
offering of the securities in the United States. Securities will
only be offered and sold outside of the United States in offshore
transactions in compliance with Regulation S under the Securities
Act.
No action has been undertaken or will
be undertaken to make an offer of securities to the public
requiring publication of a prospectus in any member state of the
European Economic Area (each a "Member State"). This announcement is only addressed to and is only directed
at persons in Member States who are "qualified investors"
("Qualified
Investors") within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (such Regulation, together with
any applicable implementing measures in the relevant home Member
State under such Regulation, the "Prospectus
Regulation"). This announcement and the
information contained herein must not be acted on or relied upon in
any Member State by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is only available to, and any invitation, offer or
agreement to purchase, subscribe or otherwise acquire the same will
be engaged in only with, Qualified Investors. For the purpose of
this paragraph, the expression "offer of securities to the public"
means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be
offered so as to enable the investor to decide to purchase or
subscribe for the securities.
In the United Kingdom, this
announcement is only addressed to and directed at persons who
are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended, as it forms part of the laws of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018
(the "U.K.
Prospectus Regulation"). In addition, this
announcement is being distributed to, and is only directed at,
qualified investors (i) who have professional experience in matters
relating to investments falling within the definition of
"investment professionals"
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the
"FPO"), (ii) who fall
within Article 49(2)(a) to (d) of the FPO or (iii) to whom it may
otherwise lawfully be communicated (all such persons, together
with "qualified
investors" within the meaning of Article 2(e) of the U.K.
Prospectus Regulation, being referred to as "Relevant Persons"). This announcement and the information contained herein must
not be acted on or relied upon in the United Kingdom, by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement relates is available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire the same will be engaged in only with, Relevant
Persons.
Securities of the Company have not
been and will not be registered under the applicable securities
laws of Australia, Canada, Japan of the Republic of South Africa
and, subject to certain exceptions, may not be offered or sold
within Australia, Canada, Japan or the Republic of South Africa
except under circumstances which will result in the full compliance
with the applicable laws and regulations promulgated by the
relevant regulatory authorities in effect at the relevant
time.
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 and the enlarged group. 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 the target assets, ACG's ability to
successfully or timely complete the contemplated acquisition, ACG's
expectations around the performance of the target assets, ACG's
potential ability to obtain additional financing to complete the
contemplated acquisition and the financial performance of the
enlarged group that would result from the potential completion of
the contemplated acquisition. Forward-looking statements speak only
as of the date they are made.
END