REG - ACG Metals Ltd. - Closing of the Share Tender Offer

ACG MetalsAnnouncement

03/03/2025 07:00

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RNS Number : 0565Z  ACG Metals Limited  03 March 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
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 IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER
MENTIONED BELOW AND IS NOT 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
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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

 

3 March 2025

 

ACG METALS LIMITED

("ACG" or the "Company")

Closing of the Share Tender Offer and Issue of the Drag Notice

ACG announces that the Share Tender Offer for up to 26,899,425 Warrants in the
Company, representing approximately 70% of all Warrants (the "Tender Offer"),
closed on 28 February 2025.

The Company further confirms that, prior to the Record Date for the Share
Tender Offer, it received acceptances from Qualifying Warrantholders in excess
of 50 per cent. of the outstanding Warrants under each of the Amended Warrant
Instruments.  The Company hereby confirms that the Minimum Threshold has,
therefore, been met and that the Tender Conditions have been satisfied (save
for Admission). Consequently, and pursuant to clause 6B.1 of the First Warrant
Instrument and clause 6B.1 of the Second Warrant Instrument (respectively),
the Company is today exercising its Drag Right by the issue of a drag notice
to all Warrantholders pursuant to which the Company shall compulsorily
purchase, on the same terms as the Share Tender Offer and on a pro-rata basis,
70% of all Warrants regardless of whether they were tendered under the Share
Tender Offer  (the "Drag Notice"). The Drag Notice shall be posted to
Warrantholders today.  For the avoidance of doubt, any Warrants tendered by
Qualifying Warrantholders prior to the Record Date pursuant to the Share
Tender Offer shall be acquired by the Company in accordance with the Terms and
Conditions of the Share Tender Offer set out in Part III of the Circular
published on 7 February 2025. Any applications to tender Warrants under the
Share Tender Offer in excess of a Warrantholder's Basic Entitlement will be
scaled back to the Basic Entitlement on completion of the Share Tender Offer.

It is expected that upon completion of the Share Tender Offer, not more than
2,689,942 Class A Ordinary Shares in the capital of the Company ("New Shares")
will be issued in exchange for the Warrants being acquired by the Company
pursuant to the Share Tender Offer and the exercise by the Company of its Drag
Right. No fractional New Shares will be issued pursuant to the Share Tender
Offer or the exercise by the Company of its Drag Right. Instead, any
fractional New Shares which a Warrantholder would otherwise have been entitled
to receive pursuant to the Share Tender Offer or following the exercise of the
Company of its Drag Right will be aggregated and then rounded down to the
nearest whole New Share.

Completion of the Share Tender Offer, admission of the New Shares and
commencement of dealings in the New Shares on the Main Market is expected to
occur on or around 21 March 2025. Any changes to the expected timetable will
be announced via a Regulator Information Service.

Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular published on 7 February 2025.

- 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.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Stifel Nicholaus Europe Limited ("Stifel") under FSMA or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable: (i) neither Stifel nor any
person associated or affiliated with it accepts any responsibility whatsoever
or makes any warranty or representation, express or implied, in relation to
the contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by, or on
behalf of it, ACG or the Directors, in connection with ACG and/or the Tender
Offer; and (ii) Stifel and each of their affiliates accordingly disclaims, to
the fullest extent permitted by law, all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above) which they
might otherwise be found to have in respect of this announcement or any such
statement. No representation or warranty, express or implied, is made by
Stifel or any of its respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in this announcement,
and nothing in this document will be relied upon as a promise or
representation in this respect, whether or not as to the past or future.

This press release may not be published, distributed, transmitted or otherwise
sent into the United States of America (including its territories and
possessions, every State in the United States and the District of Columbia).
This press release does not constitute an extension into the United States of
the offer mentioned in this press release, nor does this press release
constitute nor form part of an offer to sell securities or the solicitation of
an offer to buy securities in the United States.  The securities referred to
herein have not been registered under the US Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be offered or sold in the
United States absent registration or an exemption from registration or in a
transaction not subject to the registration requirements under the U.S.
Securities Act.  There will be no public offering of the securities in the
United States. Warrantholders in the United States or who are, or who are
acting for the account or benefit of, a U.S. person (within the meaning of
Regulation S under the U.S. Securities Act of 1933, as amended) will not be
eligible to participate in the offer described in this press release.  Offer
documents, including the Circular and tender forms, when issued, will not be
distributed or sent into the United States.

Forward looking statements

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 Tender Offer and the
financing of the 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 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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