REG - ACG Acquisition Co. - Extension of the Acquisition Deadline

ACG MetalsAnnouncement

28/06/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240628:nRSb2548Ua&default-theme=true

RNS Number : 2548U  ACG Acquisition Company Limited  28 June 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

 

28 June 2024

 

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

Extension of the Acquisition Deadline, Revisions to the Company's Memorandum
and Articles of Association and Exercise of Redemption Rights

 

ACG announces today that the deadline by which an Acquisition must be
completed has been extended from 30 June 2024 to 12 October 2024 (such
extension, the "Extension") through written resolutions (the "Written
Resolutions") adopted on 27 June 2024 by 73.1% of the Company's Shareholders
entitled to vote thereon. The Written Resolutions also effected certain
revisions to the then-current Memorandum and Articles of Association of the
Company ("M&A") as shown in the summary of changes that will be published
on the Company's website (https://www.acgcorp.co/ (https://www.acgcorp.co/) ).
In addition, the Company is providing Class A Ordinary Shareholders with the
right to redeem all or a portion of their Class A Ordinary Shares as described
and on the terms set forth herein.

 

Background and Reason for 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 and, in respect of one such opportunity, the Company is in advanced
discussions 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 "Potential Acquisition"). The Potential Acquisition would require funding
in the order of $250-$300 million through a combination of pre-payment, debt
and equity financing. No binding agreement has been entered into in respect of
the Potential Acquisition, although one may be executed and announced by the
Company at any time. However, there can be no certainty that a binding
agreement in respect of the Potential Acquisition or any other opportunity
under consideration by the Company will be reached, nor as to the terms and
amount of the financing required.

 

Extension of the Acquisition Deadline

 

ACG announces today that 73.1% of the Shareholders entitled to vote on such
matters approved the Extension by adopting the Written Resolutions and that,
as a result, the current deadline for the Company to complete an Acquisition
is 12 October 2024. The Written Resolutions did not approve any Acquisition.
There can be no assurance that the Company will be able to agree the relevant
terms of an Acquisition before 12 October 2024 or such later date as may be
approved by the Shareholders of the Company in accordance with the M&A in
case of a further extension.

 

In accordance with Regulation 7.21 of the M&A, Shareholders of the Company
that did not adopt the Written Resolutions will receive a copy thereof by
postal mail.

 

Revisions to the Company's M&A

 

In addition to amending the relevant provisions of the M&A to reflect the
Extension, the Written Resolutions also revised the M&A to provide that
(i) any further extension of the deadline by which the Company must complete
an Acquisition beyond 12 October 2024 will be approved by a resolution of the
Public Shareholders representing the amount of votes required by the M&A
or otherwise as permitted by Listing Rule 5.6.18A, and (ii) the publication of
the material terms of any written resolutions on the Company's website will be
deemed sufficient to inform Shareholders that have not consented to such
written resolutions.

 

The amendments to the M&A approved through the Written Resolutions and the
full version of the amended and restated M&A will be made publicly
available on the Company's website (https://www.acgcorp.co/
(https://www.acgcorp.co/) ) as soon as practicable.

 

Exercise of Redemption Rights

 

Redemption Rights and Redemption Price

 

Prior to the adoption of the Written Resolutions, the Company's M&A
provided that, absent an extension, in the event the Company failed to
consummate an Acquisition by 30 June 2024, Class A Ordinary Shareholders would
have their Class A Ordinary Shares automatically redeemed and payment in
respect of such Class A Ordinary Shares would be made through CREST by the
Depositary, Link Market Services Trustees Limited, as promptly as reasonably
possible, but by no later than 12 July 2024.

 

However, as described above, Written Resolutions have been adopted that, among
other matters, extended the deadline by which the Company must complete an
Acquisition to 12 October 2024. 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 30 June 2024 (including
any Overfunding), divided by the number of then issued and outstanding Class A
Ordinary Shares. Based on the amount on deposit on the Escrow Account as of 27
June 2024, the Company announces today that the final redemption price will be
$30.0272 per Class A Ordinary Share.

 

Submitting Class A Ordinary Shares for Redemption

 

Redemption elections can be made through the UK's Certificateless Registry for
Electronic Share Transfer ("CREST") from 1 July 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 30 July 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 2 August
2024.

 

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.

 

No amendment to redemption provisions included in the M&A

 

The redemption rights set out above have no effect on other provisions
governing redemptions included in the M&A, such as Regulation 18, which
remain in full force and effect.

Expected Timetable of Principal Events(1)

The milestones in respect of the above are as shown below.

 Event                                                     Expected time/date
 Publication of this announcement                          28 June 2024
 Prior acquisition deadline                                30 June 2024
 Commencement of redemption period                         1 July 2024
 Redemption deadline for existing ACG Public Shareholders  1 p.m. on 30 July 2024
 Redemption payment date                                   By no later than 2 August 2024
 Extended acquisition deadline                             12 October 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 Company's Memorandum and Articles of Association in
effect immediately prior to the adoption of the Written Resolutions.

 

- ENDS -

 

The person responsible for the release of this information on behalf of the
Company is Artem Volynets, Chief Executive Officer and Chairman.

 

For further information please contact:

 

Palatine
 

Communications Advisor

Conal Walsh / Andreas Grueter / Richard Seed

acg@palatine-media.com

 

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 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.

 

 

 

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  ACQDDGDLCDDDGSR