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RNS Number : 9305I ACG Acquisition Company Limited 10 August 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
10 August 2023
ACG Acquisition Company Limited ("ACG" or the "Company")
Further Update on Acquisition
Further to its announcement on 18 July 2023, ACG announces today that it
continues to discuss potential improvements to the transaction structure with
its Anchor Investors and Appian Capital. However, ACG has not, despite its
best efforts, reached agreement with the respective parties at this time. If
no agreement is reached, the Acquisition will not complete. The long‑stop
date is 18 August 2023, after which either of ACG or Appian Capital may
terminate the Acquisition Agreement (unless the long-stop date is extended by
mutual agreement). A further announcement will be made as and when
appropriate.
As a result of the above:
· the book-building conducted in connection with the Placing remains
paused;
· ACG has determined to cancel the Retail Offer, and any funds
previously paid will be returned to retail investors through PrimaryBid in
accordance with the corresponding provisions of the Prospectus;
· the Acquisition EGM convened for the purpose of considering the
Acquisition has not been rescheduled, and any proxy or direction previously
provided by ACG Shareholders to the Company will be disregarded; and
· any redemption elections made to date by ACG Shareholders in respect
of their Class A Ordinary Shares will be considered void.
Capitalised terms used in this announcement have the meaning set forth in the
prospectus relating to the Acquisition approved by the U.K. Financial Conduct
Authority and published by ACG on 30 June 2023.
- ENDS -
The person responsible for the release of this information on behalf of the
Company is Artem Volynets, Chief Executive Officer.
For further information please contact:
Palatine
acg@palatine-media.com
Communications Advisor
Conal Walsh / Andreas Grueter / Richard Seed / Kelsey Traynor
PrimaryBid Limited
enquiries@primarybid.com
Fahim Chowdhury / James Deal
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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