REG - ACG Acquisition Co. - Publication of Prospectus and Shareholder Meeting

ACG MetalsAnnouncement

30/06/2023 13:15

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RNS Number : 5886E  ACG Acquisition Company Limited  30 June 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

30 June 2023

ACG Acquisition Company Limited

("ACG" or the "Company")

ACG Publishes Prospectus and Convenes Acquisition Shareholder Meeting

THE TRANSACTION

On 12 June 2023, ACG announced that it had agreed 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").

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 an up to $301 million equity offering (the
"Placing") conducted by ACG to fund the balance of the Acquisition
consideration, the repayment of certain debt obligations and certain
transaction costs arising from the Acquisition. The Prospectus includes the
unaudited interim financial statements of the Company for the three and nine
months ended 31 March 2023, which are available on ACG's website at
www.acgcorp.co (http://www.acgcorp.co) .

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 ("M&As"), the
revision of the M&As and the appointment of new directors of ACG.

The Acquisition EGM will be held at 10:00 a.m. London time on 20 July 2023 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.

Update on PLACING

As described in detail in the Prospectus, the Placing will be extended to
certain institutional investors and to retail investors resident and
physically located in the United Kingdom through PrimaryBid's online platform,
mobile app and network of retail brokers, wealth managers and investment
platforms (the "Retail Offer"). A separate announcement will be made shortly
regarding the Retail Offer and its terms.

UPDATED Transaction Timeline(1)

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

 ACG Management Roadshow                            3 July - 18 July 2023
 Redemption deadline for existing ACG shareholders  1:00 p.m. on 18 July 2023
 Equity offering results announcement               19 July 2023
 Acquisition EGM                                    10:00 a.m. on 20 July 2023
 Transaction completion, closing and settlement     4 August 2023
 Redemption payment date                            As soon as practicable and in any event no later than the second U.K. trading
                                                    day after the completion of the Acquisition

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

About ACG

ACG is a company with a vision to consolidate the critical metals industry.
Through a series of roll-up acquisitions, ACG intends to become a premier
supplier of 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 $125 million in its initial
public offering, and listed on the London Stock Exchange (symbols: ACG and
ACGW).

The Company's co-sponsors are (1) ACG Mining Limited, a BVI business firm
whose main shareholder is Artem Volynets, (2) De Heerd Investments Limited, a
Hong Kong-based asset manager with an extensive track-record of global
investments and (3) Argentem Creek Partners LP, an emerging markets specialist
firm investing in special situations, private credit, high yield, and trade
finance.

For further information please visit:

www.acgcorp.co (http://www.acgcorp.co)

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Kelsey Traynor / Richard Seed

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

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 also 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 to the
public of securities 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 and the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and
includes any amendments and relevant delegated regulations thereto.

In the United Kingdom, this announcement is only addressed to and directed at
persons in the United Kingdom who are "qualified investors" within the meaning
of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of
retained EU law 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. 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 to the
securities.

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 ACG 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. 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 and
Appian'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.

END

 

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