REG - ACG Metals Ltd. - Cash Tender Offer & Publication of Circular

ACG MetalsAnnouncement

14/02/2025 08:30

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RNS Number : 1644X  ACG Metals Limited  14 February 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION
OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES
NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.

 

THIS DOCUMENT DOES NOT CONTAIN OR FORM PART OF A SOLICITATION OF AN OFFER TO
BUY SECURITIES IN THE UNITED STATES.  PLEASE SEE THE SECTION "IMPORTANT
NOTICES" AT THE END OF THIS DOCUMENT.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE CASH
TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH,
OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

 

14 February 2025

 

ACG METALS LIMITED

("ACG" or the "Company")

Cash Tender Offer to acquire up to 11,528,325 Warrants in the Company for a
consideration of approximately $5,764,163 at a price of $0.5 per Warrant

ACG announces that it has today published a circular (the "Circular")
explaining the terms of a cash tender offer for up to 11,528,325 Public
Warrants, Sponsor Warrants and Private Placement Warrants (together, the
"Warrants") in the Company, representing approximately 30% of all Warrants
(the "Cash Tender Offer").

The Company previously announced a Share Tender Offer on 7 February 2025 for
approximately 70% of the Company's existing Warrants and the Cash Tender Offer
is a subsequential offer for the remaining 30% of the Company's existing
Warrants.

The Cash Tender Offer provides Warrantholders the opportunity to sell a
portion of their holdings at a premium of 34.6 per cent. to the average middle
market closing price of a Warrant for the 60 trading days ended 13 February
2025 (being the latest practicable date prior to the date of this
Announcement).

Following consultation with the market, the Directors believe that the Cash
Tender Offer will simplify the Company's capital structure.

Unless otherwise stated, capitalised terms used herein shall have the same
meaning as ascribed to them in the Circular.

The Cash Tender Offer

The Cash Tender Offer opens today on 14 February 2025.  Subject to the terms
and conditions of the Cash Tender Offer, the Company will procure the purchase
by ACP II Trading LLC ("ACP") of up to 11,528,325 Warrants for up to
$5,764,163 in consideration at a price of $0.5 per Warrant. The Circular
contains the Cash Tender Offer timetable which is repeated below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                          Announcement of the Cash Tender Offer                                         14 February 2025
                                          Publication of this Circular                                                  14 February 2025
                                          Cash Tender Offer opens                                                       14 February 2025
                                          Share Tender Offer Record Date and Closing Date for Share Tender Offer        5.00 p.m. on 28 February 2025
                                          Issue Drag Notice for Share Tender Offer (if applicable)                      3 March 2025
                                          Latest time for receipt of Tender Forms and/or TTE Instructions               1.00 p.m. on 19 March 2025
                                          Record Date and Closing Date for the Cash Tender Offer                        5.00 p.m. on 19 March 2025
                                          Old ISIN for Public Warrants expires                                          6.00 p.m. on 19 March 2025
                                          Completion Date for the Cash Tender Offer and announcement of the results of  8.00 a.m. on 21 March  2025
                                          the Cash Tender Offer
 Completion Date for the Share Tender Offer and announcement of the results of                                          8.00 a.m. on 21 March 2025
 the Share Tender Offer
                                          New ISIN for Public Warrants enabled                                          21 March 2025
                                          Settlement Date for the Cash Tender Offer consideration in CREST               25 March 2025
                                          Despatch of cheques for certified Warrants and balance warrant certificates   On or before 4 April 2025

The dates and times given in this announcement are London time and are based
on the Company's current expectations and may be subject to change. Any
changes to the expected timetable will be announced via a Regulatory
Information Service.

Qualifying Warrantholders will have the opportunity to tender their Warrants
in the Cash Tender Offer at the Tender Price for up to 30 per cent. of their
outstanding Warrants held on the Record Date ("Cash Basic Entitlement").  As
a result of the Share Tender Offer, Qualifying Warrantholders may not tender
Warrants in excess of their Basic Entitlements under the Cash Tender Offer.

The Cash Tender Offer is conditional on, among other things, (a) the Share
Tender Offer becoming unconditional and (b) the Purchase Agreement having not
been terminated.

The Cash Tender Offer is being made available to all Warrantholders, other
than those with registered addresses in a Restricted Jurisdiction, who are on
the Warrant Register of the Company at 5.00 p.m. (London time) on 19 March
2025. Therefore, all Qualifying Warrantholders who wish to participate in the
Cash Tender Offer should ensure that they are on the Warrant Register at 5.00
p.m. (London time) on 19 March 2025.

The maximum aggregate consideration for the Warrants to be purchased under the
Cash Tender Offer is $5,764,163. The Company will procure pursuant to the
Purchase Agreement that all Warrants tendered will be acquired by ACP.

Full details of the Cash Tender Offer, including the terms and conditions on
which it is being made, will be set out in the Circular.

Purchase Agreement

The Company also announces that it has today entered into a purchase agreement
("Purchase Agreement") with ACP (a "related party" (as such term is defined in
IFRS)) which constitutes a material related party transaction for the purpose
of rule 7.3 of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.  Pursuant to the Purchase Agreement ACP irrevocably
agrees to acquire all Warrants tendered under this Cash Tender Offer at the
Tender Price. In the event ACP defaults on its obligations under the Purchase
Agreement, the Company has the right to terminate the Cash Tender Offer.
 This material related party transaction has been approved by the board of
Directors of the Company.

The Share Tender Offer

The Company posted the circular in connection with the Share Tender Offer on 7
February 2024 pursuant to which the Company offered to purchase up to
26,899,424 Warrants in exchange for an aggregate of 2,689,942 New Shares, on
the basis of an exchange ratio of 0.1 New Shares per Warrant tendered.  The
Company intends to exercise its Drag Right, and will acquire 70 per cent of
the outstanding Warrants.  The closing date of the Drag Right will align with
the closing date of the Cash Tender Offer.

ISIN

As part of the Share Tender Offer completion, a new ISIN for the Public
Warrants will be obtained. As such there will be a trading halt on Public
Warrants and settlement of Public Warrants will be disabled from 6.00 p.m.
(London time) on 19 March 2025 until 21 March 2025 when a new ISIN is enabled.
Settlement of Ordinary Shares during this period will be unaffected.

Overseas Warrantholders

The attention of Warrantholders who are citizens or residents or nationals of
countries outside the UK ("Overseas Warrantholders") wishing to participate in
the Cash Tender Offer will be drawn to the paragraph entitled "Overseas
Warrantholders" in Part I of the Circular.

Overseas Warrantholders are advised that the Warrants are not listed on a U.S.
securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and is not required to, and does not, file any reports
with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Cash Tender Offer made for the Warrants of the Company, which is domiciled
in British Virgin Islands, and is subject to the disclosure and procedural
requirements of the London Stock Exchange. The Cash Tender Offer is made in
the United States of America pursuant to Section 14(e) and Regulation 14E
under the Exchange Act, subject to the exemption provided under Rule 14d-1(d)
under the Exchange Act, and otherwise in accordance with the disclosure and
procedural requirements of the London Stock Exchange, including with respect
to the Cash Tender Offer timetable, settlement procedures, withdrawal, waiver
of conditions and timing of payments, which are different from those of the
United States of America. In particular, the financial information included in
the Circular has been prepared in accordance with International Financial
Reporting Standards, which may not be comparable to the financial statements
or financial information of U.S. companies. The Cash Tender Offer is made to
Warrantholders resident in the United States of America on the same terms and
conditions as those made to all other Warrantholders to whom an offer is made.
Any informational documents, including this Circular, are being disseminated
to Warrantholders resident in the United States of America on a basis
comparable to the method that such documents are provided to other
Warrantholders.

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Cash Tender Offer, passed upon the merits or fairness of the
Cash Tender Offer, or passed any comment upon the adequacy, accuracy or
completeness of the disclosure in relation to the Cash Tender Offer. Any
representation to the contrary is a criminal offence in the United States of
America.

To the extent permissible under applicable law or regulations, the Company and
its affiliates or its brokers and its brokers' affiliates (acting as agents
for the Company or its affiliates, as applicable) may from time to time and
during the pendency of the Cash Tender Offer, and other than pursuant to the
Cash Tender Offer, directly or indirectly purchase or arrange to purchase
Warrants or any securities that are convertible into, exchangeable for or
exercisable for Warrants. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. To the
extent information about such purchases or arrangements to purchase is made
public in the United Kingdom, such information will be disclosed by means of a
press release or other means reasonably calculated to inform Warrantholders in
the United States of such information. In addition, the financial advisers to
the Company may also engage in ordinary course trading activities in
securities of the Company, which may include purchases or arrangements to
purchase such securities. Any information about such purchases will be made
public in the United Kingdom to the extent, and in the manner required, under
the laws of England and Wales and/or the British Virgin Islands.

To the extent the Cash Tender Offer is subject to U.S. securities laws, those
laws only apply to Warrantholders in the United States and will not give rise
to claims on the part of any other person. It may be difficult for
Warrantholders to enforce their rights and any claims they may have arising
under the U.S. federal securities laws, since the Company is located in a
non-U.S. jurisdiction and some or all of its officers and directors may be
residents of non-U.S. jurisdictions. Warrantholders may not be able to sue the
Company or its officers or directors in a non-U.S. court for violations of the
U.S. federal securities laws. It may be difficult to compel the Company or its
affiliates to subject themselves to a U.S. court's judgment. Judgments of U.S.
courts are generally not enforceable in either the United Kingdom or the
British Virgin Islands. Warrantholders in the United States may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of the U.S. federal securities laws. Further, it may be difficult
to compel a non-U.S. company and its affiliates to subject themselves to U.S.
court's judgment. In addition, original actions, or actions for the
enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws, may not be enforceable in
either the United Kingdom or the British Virgin Islands.

This Circular does not constitute an offer to sell or the solicitation of an
offer to buy any securities in the United States of America. The securities
referred to herein have not been and are not presently expected to be listed
on any US securities exchange or quoted on any inter-dealer quotation system
in the United States of America. The Company does not intend to take any
action to facilitate a market in such securities in the United States of
America.

Neither the SEC, nor any U.S. state securities commission, has approved or
disapproved of the Cash Tender Offer or any related transaction or determined
if the information contained herein or in any offering circular to be prepared
in connection with the Cash Tender Offer is accurate or complete. Any
representation to the contrary is a criminal offense in the United States.

For the purposes of this document, the "United States", "United States of
America", "U.S." and "US" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

Directors Interests

The interests (all of which are beneficial unless stated otherwise) of the
Directors and of persons connected with them in the Warrants and the existence
of which is known to, or could with reasonable due diligence be ascertained
by, any Director as at the date of this announcement are as follows:

 

 Name            Number of Warrants  Class of Warrants  Percentage of Warrants
 Artem Volynets  1,279,266           Sponsor Warrants   3.38%

General

Qualifying Warrantholders should take into account their own individual
circumstances, including their tax position, when deciding whether or not to
participate in the Cash Tender Offer. Qualifying Warrantholders are
recommended to consult with their duly authorised independent advisers
(including tax advisers).

Appointments

MUFG Corporate Markets (UK) Limited and MUFG Corporate Market Trustees (UK)
Limited has been appointed to act as Receiving Agent on behalf of the Company.
Fieldfisher LLP is acting as legal adviser to the Company.

A copy of the Circular will shortly be available for download from the
Company's website https://acgmetals.com/ (https://acgmetals.com/)

- 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

 Communications Advisor

Conal Walsh / James Gilheany/ Kelsey Traynor/ Richard Seed

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

 

About the Company

 

ACG is a 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.

 

In September 2024, ACG successfully completed the acquisition of the Gediktepe
Mine, an operating open pit mine in Türkiye currently producing 34 koz of
gold and 361 koz of silver. Gediktepe is expected to transition to primary
copper and zinc production from 2026 and will target annual steady-state
copper equivalent production of 20-25 kt.

 

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
as well as a commitment to ESG principles and strong corporate governance.

 

For more information about ACG, please visit: https://acgmetals.com/
(https://acgmetals.com/)

IMPORTANT NOTICES

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Warrants or
other securities.

The full terms and conditions of the Cash Tender Offer are out in the
Circular, which Warrantholders are advised to read in full. Any response to
the Cash Tender Offer should be made only on the basis of the information in
the Circular.

This press release does not constitute nor form part of an offer to sell
securities or the solicitation of an offer to buy securities in the United
States.   Neither the SEC nor any U.S state securities commission, has
approved or disapproved of the Cash Tender Offer or any related transaction or
determined if the information contained herein or in any offering circular to
be prepared in connection with the Cash Tender Offer is accurate or complete.
Any representation to the contrary is a criminal offense in the United
States.

Forward looking statements

Certain statements contained in this announcement constitute forward-looking
information or forward-looking statements within the meaning of applicable
securities laws (collectively, "forward-looking statements"). Forward-looking
statements can be identified by the use of words such as "plans", "expects",
"budget", "estimates", "forecasts", "intends", "anticipates", "believes" or
equivalents or variations, including negative variations, of such words and
phrases, or state that certain actions, events or results, "may", "could",
"would", "should", "might" or "will" be taken, occur or be achieved. These
forward-looking statements include, but are not limited to, statements
regarding the expiration of the Cash Tender Offer and the financing of the
Cash Tender Offer. Forward-looking statements should not be read as guarantees
of future events, performance or results, and will not necessarily be accurate
indications of whether, or the times at which, such events, performance or
results will be achieved. All of the statements and information in this
announcement containing forward-looking statements are qualified by these
cautionary statements. Forward-looking statements are based on information
available at the time they are made, underlying estimates and assumptions made
by management and management's good faith belief with respect to future
events, performance and results, and are subject to inherent risks and
uncertainties surrounding future expectations generally. Such risks and
uncertainties include, but are not limited to, compliance with or waiver of
the conditions to the Cash Tender Offer. The Company cautions readers that
this list of factors is not exhaustive and that should certain risks or
uncertainties materialise, or should underlying estimates or assumptions prove
incorrect, actual events, performance and results may vary significantly from
those expected. There can be no assurance that the actual results,
performance, events or activities anticipated by the Company will be realised
or, even if substantially realised, that they will have the expected
consequences to, or effects on, the Company. Readers are urged to consider
these factors carefully in evaluating forward-looking statements and are
cautioned not to place undue reliance on any forward- looking statements.
Other than as required by applicable securities laws, the Company undertakes
no obligation to update or revise any such forward-looking statements to
reflect events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events.

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