REG - ACG Acquisition Co. - Publication of Prospectus and Notice of EGM

ACG MetalsAnnouncement

07/08/2024 11:45

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RNS Number : 5481Z  ACG Acquisition Company Limited  07 August 2024

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

7 August 2024

ACG Acquisition Company Limited

("ACG" or the "Company")

Approval and Publication of Prospectus, Convening of Acquisition Shareholder
Meeting and Exercise of Redemption Rights

THE TRANSACTION

On 18 July 2024, ACG announced that it had agreed 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").

APPROVAL AND PUBLICATION OF PROSPECTUS

ACG today announces that a prospectus (the "Prospectus") dated today has been
approved by the U.K. Financial Conduct Authority and has been published by the
Company. The Prospectus relates to the (1) placing of up to 4,166,667 Class A
Ordinary Shares of ACG (the "Placing Shares"), together with one redeemable
public warrant per Placing Share, at US$6.00 per Placing Share to certain
institutional investors (the "Placing"); (2) the issuance of up to 11,250,000
Class A Ordinary Shares (the "Funding Shares") at US$6.00 per Funding Share to
certain investors funding the Acquisition; (3) the issuance of 7,233,905 Class
A Ordinary Shares to the Seller as consideration for the Acquisition (the "ACG
Sale Shares"), and (4) the re-admission of all the Class A Ordinary Shares and
the public warrants of the Company to listing, effective as of the closing
date of the Acquisition. The Company will also issue one redeemable private
placement warrant per Funding Share or ACG Sale Share subscribed for. The net
proceeds from the Placing will be applied towards the payment of consideration
in relation to the Acquisition and the Company may use any Placing proceeds
above US$15 million to optimise its capital structure following the completion
of the Acquisition, including by reducing certain equity commitments made by
ACG's funding partners, as described in more detail in the Prospectus.

Copies of the Prospectus will be available from the Company's registered
office at Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG1110, British
Virgin Islands and on the Company's website at www.acgcorp.co
(http://www.acgcorp.co) , subject to certain access restrictions.

A copy of the Prospectus will be submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

CONVENING of Acquisition EGM

ACG today announces the publication of a circular (the "Circular") and a
notice of extraordinary general meeting of its shareholders ("EGM Notice")
convening a meeting of the shareholders of ACG (the "Acquisition EGM") for the
purpose of considering and voting on the adoption of certain resolutions,
including, but not limited to, the approval of the Acquisition in accordance
with the memorandum and articles of association of ACG currently in effect
("M&As") and the revision of the M&As.

The Acquisition EGM will be held at 10:00 a.m. London time on 20 August 2024
at Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall, 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 Circular and the EGM Notice by postal mail.

REDEMPTION RIGHTS

 

In accordance with Article 18 of its M&As, ACG is required to provide its
public shareholders with the opportunity to redeem all or a portion of their
Class A Ordinary Shares prior to the completion of the Acquisition at a
per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Escrow Account held by ACG calculated as of two U.K. trading
days prior to the consummation of the Acquisition (including any Overfunding),
divided by the number of then issued and outstanding Class A Ordinary Shares,
subject to amongst other things the redemption limitations described in the
M&As.

 

However, as announced on 28 June 2024, the Company already provided its Class
A Ordinary Shareholders with the right to redeem their Class A Ordinary Shares
in connection with the extension of the deadline by which the Company must
complete an acquisition (as such term is defined in the M&As) (the
"Extension").

 

Further to its announcements on 28 June 2024 and 26 July 2024, ACG announces
today that the deadline by which Class A Ordinary Shareholders wishing to
redeem all or a portion of their depositary interests in Class A Ordinary
Shares in connection with the Extension are required to submit their
redemption election electronically through the UK's Certificateless Registry
for Electronic Share Transfer ("CREST") has been further extended from 13
August 2024 to 1:00 pm London time on 21 August 2024.

 

Except to the extent amended by this announcement, redemption rights arising
from the Acquisition and those relating to the Extension shall be exercised
following the same redemption process and in accordance with the key
redemption procedures and conditions previously announced by ACG on 28 June
2024. The redemption payment is expected to take place on or around the
completion date of the Acquisition. As of the date of this announcement, the
total number of Class A Ordinary Shares outstanding is 4,112. The amount on
deposit on the Escrow Account as of 31 July 2024 was equal to US$124,579.42.
In accordance with Article 18 of the M&As, the final redemption price per
Class A Ordinary Share will be calculated based on the aggregate amount then
on deposit in the Escrow Account as of two U.K. trading days prior to the
consummation of the Acquisition and will supersede the redemption price
announced on 28 June 2024. Such final redemption price will be announced by
ACG in due course and confirmed prior to payment within CREST. For the
avoidance of doubt, any holders who have already elected to have their Class A
Ordinary Shares redeemed as of the date hereof, or do elect hereafter to
submit redemption elections, are eligible to vote at the Acquisition EGM
irrespective of whether they vote for or against or abstain from voting on the
proposed Acquisition.

 

Additional information regarding the redemption arrangements can be found in
the Prospectus under the heading "Part XIII. Share Capital, Liquidity and
Capital Resources and Accounting Policies - Redemption".

 

As a result of the Extension, redeeming shareholders who have validly elected
to redeem all or a portion of their Class A Ordinary Shares shall have such
depositary interests in the Class A Ordinary Shares redeemed and payment will
be made as soon as practicable after the expected transaction closing date
even if the Acquisition is not approved at the Acquisition EGM or does not
complete.

 

UPDATED Transaction Timeline(1)

The remaining milestones in respect of the Acquisition are as shown below.

 ACG Management Roadshow                            8 August - 19 August 2024
 Equity offering results announcement               7:00 a.m. on 20 August 2024
 Acquisition EGM                                    10:00 a.m. on 20 August 2024
 Redemption deadline for existing ACG shareholders  1:00 p.m. on 21 August 2024
 Transaction completion, closing and settlement     23 August 2024
 Redemption payment date                            On or around the expected completion date of the Acquisition

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 M&As.

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. On 12 October 2022, ACG successfully
raised proceeds of approximately US$125 million in its initial public offering
("IPO"), and listed on the London Stock Exchange (symbols: ACG and ACGW). On
27 June 2024, ACG extended the deadline by which it is required to complete an
acquisition from 30 June 2024 to 12 October 2024. For further information
please visit: www.acgcorp.co (http://www.acgcorp.co)

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Richard Seed

acg@palatine-media.com (mailto:acg@palatine-media.com)

 

Stifel Nicolaus Europe Limited - Capital Markets Advisor

Varun Talwar / Ashton Clanfield / Gregory Rodwell

snelibACGMetals@stifel.com (mailto: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 (http://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

 

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