REG - ACG Acquisition Co. - Extension of Acquisition Deadline

ACG MetalsAnnouncement

17/10/2023 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231017:nRSQ4409Qa&default-theme=true

RNS Number : 4409Q  ACG Acquisition Company Limited  17 October 2023

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

 

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU NO. 596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

 

17 October 2023

 

ACG Acquisition Company Limited ("ACG" or the "Company")

Extension of Acquisition Deadline

Amendment of Memorandum and Articles of Association

Shareholders Circular and Notice of Extraordinary General Meeting of
Shareholders

 

Further to its announcement on 12 October 2023, ACG announces today that (i)
it is seeking Shareholder approval to extend the deadline by which an
Acquisition (as defined in the IPO Prospectus) must be completed from 12
October 2023 (the "Initial Acquisition Deadline") to 25 January 2024 (the
"Extended Acquisition Deadline" and, such proposed extension, the "Extension")
by way of an amendment to its Memorandum and Articles and (ii) it 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 and Convening of Extension EGM

 

As previously announced, the Company was not able to complete an Acquisition
by the Initial Acquisition Deadline. In order to allow the Company sufficient
time to complete an Acquisition, it is seeking an extension of the Initial
Acquisition Deadline to the Extended Acquisition Deadline (i.e., 25 January
2024) by way of an amendment to the Memorandum and Articles of the Company.
The Company considers that the extension beyond the deadline specified in the
Memorandum and Articles is appropriate in the circumstances, giving
Shareholders the option of participating in a potential future Acquisition
through the Company.

 

For this reason, 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 by way of an amendment to the Memorandum and Articles. Shareholders
are not being asked to approve any Acquisition. At the date of this document,
the Company has obtained irrevocable undertakings from existing Shareholders
(including the Co-Sponsors) to vote their Shares in favour of the Extension
holding 20.8% of the total outstanding Shares entitled to vote at the
Extension EGM. The Company is seeking further irrevocable undertakings to vote
in favour of the Extension from other significant Shareholders.

 

As described more fully in the Extension EGM Circular, the Company has also
secured additional equity financing in the form of subscriptions by the
Co-Sponsors of 1,333,333 Class B Shares at a subscription price of $1.50 per
Class B Share (with total proceeds of $2 million), all subject to the
Extension being approved. The Company will use this financing to pay for
certain accrued costs and operational expenses during the period of the
Extension and continue to work on identifying a suitable target for an
Acquisition.

 

The Extension EGM will be held at 10:00 a.m. London time on 25 October 2023 at
Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, Barbican,
London, EC2Y 5AU, England.

 

In addition to being available at www.acgcorp.co (http://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 Memorandum and Articles provide that, absent an extension, in the event
the Company fails to consummate an Acquisition by the Initial 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 26
October 2023.

 

However, as described above, the Company is now convening the Extension EGM to
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 Initial 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. As noted in the IPO Prospectus, the amount held in
the Escrow Account earns interest at a rate equal to the Secured Overnight
Financing Rate less 5 basis points.

 

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 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 18 October 2023 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 BST at the latest on 23 October 2023 (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 soon as possible on or after 26 October 2023. 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
 Initial Acquisition Deadline                       12 October 2023
 Publication of this document                       17 October 2023
 Commencement of redemption period                  18 October 2023
 Record date for the Extension EGM                  5 p.m. on 19 October 2023
 Deadline for submitting form of directions         10 a.m. on 20 October 2023
 Deadline for submitting form of proxies            10 a.m. on 23 October 2023
 Redemption deadline for existing ACG shareholders  1 p.m. on 23 October 2023
 Extension EGM                                      10 a.m. on 25 October   2023
 Redemption payment date                            As soon as possible on or after 26 October 2023
 Extended Acquisition Deadline, if approved         25 January 2024

(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 (mailto: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
(http://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 the target
assets, ACG's ability to successfully or timely complete the contemplated
acquisition, ACG's and Appian Capital'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.

 

Inside information

 

This announcement contains inside information for the purposes of the market
abuse regulation (EU No. 596/2014), as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended.

 

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.

 

 

 

 

 

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCNKOBBOBDDDKD