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RNS Number : 7148Q ACG Acquisition Company Limited 19 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
19 October 2023
ACG Acquisition Company Limited ("ACG" or the "Company")
Additional Irrevocable Undertakings to Vote
in Favour of the Extension of the Acquisition Deadline
Resignation of Chief Financial Officer and
Appointment of Acting Chief Financial Officer
As announced on 17 October 2023, the Company has convened a meeting of its
Shareholders (the "Extension EGM") to be held on 25 October 2023 for the
purpose of considering and, if thought fit, voting to approve the proposed
Extension by way of an amendment to the Memorandum and Articles of the
Company, all as described in the Shareholders Circular and Notice of
Extraordinary General Meeting of Shareholders published by the Company on the
same day (the "Extension EGM Circular").
Additional Irrevocable Undertakings to Vote in Favour of the Extension
Since the publication of the Extension EGM Circular, the Company has received
additional irrevocable undertakings to vote in favor of the Extension. As a
result, the Company holds as at the time of this announcement irrevocable
undertakings from existing Shareholders (including the Co-Sponsors) to vote
their Shares in favour of the Extension representing 29.5% of the total
outstanding Shares entitled to vote at the Extension EGM.
Resignation of the Chief Financial Officer and Appointment of Acting Chief
Financial Officer
After the publication of the Extension EGM Circular, and reflecting on the
time commitment associated with the Extension, Ms. Carole Whittall has decided
to tender her resignation from her position of Chief Financial Officer to the
Company, effective 20 October 2023, to pursue other opportunities. Ms.
Whittall is not a member of the Board, which remains unchanged.
Nick Box, the Company's Financial Controller, will act as Acting Chief
Financial Officer until further notice.
Further announcements will be made in due course. All capitalized terms used
but not defined in this announcement have the meaning given to them in the
Extension EGM Circular.
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.
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