REG - ACG Acquisition Co. - Results of the Extension EGM

ACG MetalsAnnouncement

25/10/2023 14:00

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RNS Number : 2932R  ACG Acquisition Company Limited  25 October 2023

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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

 

25 October 2023

 

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

Results of the Extension EGM

 

As announced in the Shareholders Circular and Notice of Extraordinary General
Meeting of Shareholders published by the Company on 17 October 2023
(the "Extension EGM Circular"), an extraordinary general meeting of ACG's
Shareholders was held at 10 a.m. today at the offices of Cleary Gottlieb Steen
& Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England
(the "Extension EGM").

 

The Company is pleased to announce that all the Resolutions put to the
Shareholders at the Extension EGM were duly passed, including the proposed
Extension. As a result, the deadline by which an Acquisition must be completed
by ACG has been extended from the Initial Acquisition Deadline (i.e., 12
October 2023) to the Extended Acquisition Deadline (i.e., 25 January 2024) or
such later date approved by its Shareholders in case of a further extension.
The consequences of the approval of the Extension are set out in more detail
in the Extension EGM Circular.

 

The table below sets out the results of the votes cast at the Extension EGM.
Each Shareholder present (including in person or by proxy) was entitled to
cast one vote per Share held at the record date for the Extension EGM provided
in the Extension EGM Circular.

 

 Resolution                                                                      Votes For         Votes Against     Total Votes  Withheld Votes**
                                                                                 Number     %*     Number   %*       Number       Number
 Extension of the Initial Acquisition Deadline to the Extended Acquisition       9,939,218  99.78  22,015   0.22     9,961,233    -
 Deadline
 Adoption of the revised Memorandum and Articles of Association of the Company,  9,939,218  99.78  22,015   0.22     9,961,233    -
 in the form appended to Exhibit A of the Extension EGM Circular.
 Change in the Company's financial year such that it shall end on December 31    9,939,218  99.78  22,015   0.22     9,961,233    -
 of each calendar year.

 

* Rounded to two decimal places.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the Resolutions.

 

The total number of Shares in issue at the record date for the Extension EGM
was 15,625,000, none of which were held in treasury. Therefore, the total
voting rights in the Company at the record date for the Extension EGM was
15,625,000 votes.

 

Following the conclusion of the Extension EGM, the Amended and Restated
Memorandum and Articles of the Company are expected to be filed on or about
the date hereof with the Register of Companies in the British Virgin Islands,
ACG's jurisdiction of incorporation, and will enter into effect immediately
thereafter. The Amended and Restated Memorandum and Articles of the Company
will be made available on www.acgcorp.co (http://www.acgcorp.co) .

 

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 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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