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
3 September 2024
ACG Acquisition
Company Limited
("ACG" or the "Company")
Closing of
Acquisition
ACG is pleased to confirm the
closing of the acquisition
of the Gediktepe Mine in Türkiye from Lidya
Madencilik Sanayi ve Ticaret Anonim Şirketi (the
"Seller"), a subsidiary of Istanbul-based
conglomerate Çalık Holding (the "Acquisition").
Re-Admission of the
Enlarged Ordinary Capital and Listed Warrants will
now take
place at 8.00
a.m. (London time) on 5 September 2024.
Capitalised terms not otherwise
defined in this announcement have the meaning ascribed thereto in ACG's prior announcement on 30 August
2024.
Summary of Acquisition
·
The transaction establishes
ACG as a high growth copper miner on the London
Stock Exchange and marks the first step in
the Company's vision to
consolidate the sector through a series of roll-up
acquisitions.
·
The Gediktepe Mine is an operating open pit mine
located in the Balıkesir Province
of Western Türkiye.
Currently producing gold and silver from oxide ore, Gediktepe
is expected to transition to primary copper
and zinc production from 2026.
·
The completion of the Acquisition marks the
beginning of ongoing strategic partnerships with both Lidya
and its parent company
Çalık Holding. Equity commitments from ACG's
Co-Sponsors, Traxys, and global commodities group Glencore are a vote of confidence
in ACG's vision for continued growth
in the copper sector.
·
Development plans, which have secured
all critical permits and
licences, target annual steady-state copper equivalent production
of 20-25 kt over an initial 11-year mine life starting in 2026.
·
In addition, the Company
continues to work diligently on the next possible acquisition
targets to rapidly deliver on its strategy of building a sizeable,
low-cost copper producer through M&A led growth
strategy.
·
ACG is to be renamed ACG Metals shortly after
the Re-Admission to the London Stock
Exchange.
Artem Volynets, Chairman and CEO of ACG,
stated:
We
are very pleased
to announce the completion of the acquisition of the Gediktepe
mine in Türkiye.
This acquisition positions
ACG Metals as
a premier copper
producer on the London Stock Exchange and provides
us with an
excellent
platform
for the further consolidation of
copper assets globally, as
demand for the
metal continues to rise.
We
are also very happy to begin a
new strategic partnership today with Lidya
and
Çalık
Holding, who share our vision for
the long-term development of the mining industry, and the pursuit
of operational excellence at the
Gediktepe site.
Enlarged Ordinary Share Capital and Listed Warrants
Information
Following the issue of 6,646,796 ACG
Sale Shares to Lidya, 6,503,998 Funding Shares at US$6.00 per
Funding Share, and 1,211,664 Placing Shares at US$6.00 per Placing
Share, the Enlarged Ordinary Share Capital of ACG upon Re-Admission
will be 17,489,9131. In addition, following the
issue of 1 redeemable warrant per Placing Share, being 1,211,664
warrants, the Company will have 7,461,664 Listed Warrants in issue
upon Re-Admission.
1. This figure
reflects the redemption of 1,657 Class A ordinary shares on
September 3, 2024 as per the Company's previous
results announcement on 30 August 2024
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. 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