REG - ACG Acquisition Co. - Launch of Retail Offer

ACG MetalsAnnouncement

03/07/2023 09:00

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RNS Number : 7272E  ACG Acquisition Company Limited  03 July 2023

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.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

3 July 2023

ACG Acquisition Company Limited

("ACG" or the "Company")

Launch of Retail Offer

Launch of Retail Offer

ACG Acquisition Company Limited (LON: ACG) is pleased to announce the launch
of a public offer of class A ordinary shares of US$10.00 each in the capital
of the Company (the "Class A Ordinary Shares") to retail investors resident
and physically located in the United Kingdom via PrimaryBid (the "Retail
Offer").

The Retail Offer is being made on the basis outlined in the prospectus
published by the Company on 30 June 2023 (the "Prospectus") in connection with
an equity offering to raise up to US$301 million to fund part of the
consideration payable by the Company in connection with the acquisition of the
Atlantic Nickel nickel sulphide mine in Santa Rita and the Mineraçao Vale
Verde copper mine in Serrote, both in Brazil, from funds advised by Appian
Capital Advisory LLP (the "Acquisition").

The terms and conditions of the Retail Offer are set out in the Prospectus.

 

The Prospectus is available for inspection on the National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, copies
of the Prospectus are or will be, subject to any applicable access
restrictions, available for viewing on the Company's website at www.acgcorp.co
(http://www.acgcorp.co) , PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=athena)
, PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=athena)
and from participating financial intermediaries authorised by the FCA and/or
the Prudential Regulatory Authority in the United Kingdom (each, an
"Intermediary").

 

Expected Retail Offer Timetable

 Launch of Retail Offer                                                      3 July 2023
 Application period for the Retail Offer                                     3 July - 18 July 2023
 Last time and date for applications to be submitted via PrimaryBid (Retail  1.00 p.m. on 18 July 2023
 Offer closes)
 Retail Offer results announcement                                           19 July 2023
 General meeting to approve Acquisition                                      10:00 a.m. on 20 July 2023
 Acquisition completion, closing and settlement                              4 August 2023
 Re-Admission                                                                by 8.00 a.m. on 4 August 2023

All dates are indicative and subject to change. All times are London time.

Accessing the Retail Offer

Existing shareholders and new investors resident and physically located in the
United Kingdom can access the Retail Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=athena)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=athena)
. Investors may also be able to take part through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth managers,
subject to their participation.

Applications for Class A Ordinary Shares through these Intermediaries can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. The PrimaryBid app is available on the UK Apple App Store and Google
Play Store.

Investors submitting an application will be required to specify a subscription
amount expressed in pounds Sterling determined in their discretion at the time
of their application (the "Sterling Application Amount") or, in the case of an
Intermediary application only, if the Intermediary allows or requires
investors to make applications in U.S. dollars, a subscription amount in U.S.
dollars (a "U.S. Dollar Application").

 

Any Sterling Application Amount submitted by prospective investors must be
£500 at a minimum and any U.S. Dollar Application submitted by prospective
investors must be for US$650 at a minimum.

 

Any Sterling Application Amount will be converted into U.S. dollars (the U.S.
dollar amount resulting from such conversion, the "U.S. Dollar Conversion
Amount"). Such conversion of the Sterling Application Amount will be effected
by or on behalf of PrimaryBid at the applicable USD:GBP foreign exchange
market rate (and shall take account of any third party charges or fees) (the
"Effective Sterling Price") once allocations in the Retail Offer have been
confirmed to PrimaryBid.

 

The Effective Sterling Price will be notified by PrimaryBid to those investors
who have made an Online Application and relevant Intermediaries when
allocations of Class A Ordinary Shares are confirmed to investors and
Intermediaries.

 

Investors who apply for Class A Ordinary Shares through PrimaryBid's website
or PrimaryBid's app will not be charged any fee or commission by PrimaryBid.

Investors wishing to apply for Class A Ordinary Shares through an Intermediary
using their ISA, SIPP or GIA should contact them for details of the process
and any relevant fees or charges.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions that apply to registered users of PrimaryBid in addition
to the terms and conditions of the Retail Offer contained in the Prospectus,
visit www.PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=athena)
or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 ACG Acquisition Company Limited                                 www.acgcorp.co

 PrimaryBid Limited                                              enquiries@primarybid.com

 Fahim Chowdhury / James Deal

 Palatine Communications, Communications adviser                 acg@palatine-media.com

 Conal Walsh / Andreas Grueter / Kelsey Traynor / Richard Seed

Important notices

This is an advertisement and not a prospectus. Potential investors should not
apply for or buy any shares in the Company except on the basis of the
information contained in the Prospectus published by the Company in connection
with the offer of shares in the Company and made available on its website.
This announcement is not for distribution or publication outside the United
Kingdom. Before purchasing any securities referred to in this announcement,
persons viewing it should make sure that they fully understand and accept the
risks set out in full in the Prospectus.

The information in this announcement is for background purposes only and does
not purport to be full or complete. All information contained herein is
subject to updating, revision and/or amendment (although there shall be no
obligation to do so). No reliance may be placed for any purpose on, and no
representation or warranty is given in relation to, the information contained
in this announcement or its accuracy or completeness. This announcement should
not be considered a recommendation by PrimaryBid Limited to invest in the
Company or any of their respective affiliates, or in relation to any
subscription for securities, whether actual or in the future. Recipients of
this announcement should not construe the contents of this announcement as
legal, tax, investment or other advice (and should consult their own
professional advisers if they are in any doubt as to the implications of any
investment).

The Retail Offer is being made only to retail investors resident and
physically located in the United Kingdom. It is not being made into Australia,
Canada, Japan, the Republic of South Africa, the United States, any member
state of the European Economic Area or any other jurisdiction.

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 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 of the Company have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan, the Republic of South
Africa or any member state of the European Economic Area and, subject to
certain exceptions, may not be offered or sold within Australia, Canada,
Japan, the Republic of South Africa or any member state of the European
Economic Area 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 this announcement and/or the Prospectus may contain
projections or other forward-looking statements regarding future events or the
future financial performance of ACG and the Enlarged Group (as defined in the
Prospectus). 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. ACG
wishes to caution you that these statements are only predictions and that
actual events or results may and often do differ materially. ACG 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 ACG'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 ACG, 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 success in retaining or recruiting, or
changes required in, ACG's officers, key employees or directors following the
contemplated acquisition, ACG's officers and directors allocating their time
to other businesses and potentially having conflicts of interest with the
Company's business or in approving the contemplated acquisition, ACG's public
securities' potential liquidity and trading, the lack of a market for ACG's
securities, 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.

 

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
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visit www.rns.com (http://www.rns.com/) .

 

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