TIDMACG
RNS Number : 4409Q
ACG Acquisition Company Limited
17 October 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 AMED
17 October 2023
ACG Acquisition Company Limited ("ACG" or the "Company")
Extension of Acquisition Deadline
Amendment of Memorandum and Articles of Association
Shareholders Circular and Notice of Extraordinary General
Meeting of Shareholders
Further to its announcement on 12 October 2023, ACG announces
today that (i) it is seeking Shareholder approval to extend the
deadline by which an Acquisition (as defined in the IPO Prospectus)
must be completed from 12 October 2023 (the "Initial Acquisition
Deadline") to 25 January 2024 (the "Extended Acquisition Deadline"
and, such proposed extension, the "Extension") by way of an
amendment to its Memorandum and Articles and (ii) it will provide
Class A Ordinary Shareholders with the right to redeem all or a
portion of their Class A Ordinary shares, all as described in the
Shareholders Circular and Notice of Extraordinary General Meeting
of Shareholders published today by the Company (the "Extension EGM
Circular").
Reasons for Extension and Convening of Extension EGM
As previously announced, the Company was not able to complete an
Acquisition by the Initial Acquisition Deadline. In order to allow
the Company sufficient time to complete an Acquisition, it is
seeking an extension of the Initial Acquisition Deadline to the
Extended Acquisition Deadline (i.e., 25 January 2024) by way of an
amendment to the Memorandum and Articles of the Company. The
Company considers that the extension beyond the deadline specified
in the Memorandum and Articles is appropriate in the circumstances,
giving Shareholders the option of participating in a potential
future Acquisition through the Company.
For this reason, ACG today announces the publication of the
Extension EGM Circular convening a meeting of the Shareholders of
ACG (the "Extension EGM") for the purpose of considering and, if
thought fit, voting to approve the Extension by way of an amendment
to the Memorandum and Articles. Shareholders are not being asked to
approve any Acquisition. At the date of this document, the Company
has obtained irrevocable undertakings from existing Shareholders
(including the Co-Sponsors) to vote their Shares in favour of the
Extension holding 20.8% of the total outstanding Shares entitled to
vote at the Extension EGM. The Company is seeking further
irrevocable undertakings to vote in favour of the Extension from
other significant Shareholders.
As described more fully in the Extension EGM Circular, the
Company has also secured additional equity financing in the form of
subscriptions by the Co-Sponsors of 1,333,333 Class B Shares at a
subscription price of $1.50 per Class B Share (with total proceeds
of $2 million), all subject to the Extension being approved. The
Company will use this financing to pay for certain accrued costs
and operational expenses during the period of the Extension and
continue to work on identifying a suitable target for an
Acquisition.
The Extension EGM will be held at 10:00 a.m. London time on 25
October 2023 at Cleary Gottlieb Steen & Hamilton LLP, 2 London
Wall Place, Barbican, London, EC2Y 5AU, England.
In addition to being available at www.acgcorp.co subject to
certain access restrictions, shareholders of ACG will also receive
a copy of the Extension EGM Circular by postal mail.
Exercise of Redemption Rights
Redemption Rights and Redemption Price
The Memorandum and Articles provide that, absent an extension,
in the event the Company fails to consummate an Acquisition by the
Initial Acquisition Deadline, Class A Ordinary Shareholders shall
have their Class A Ordinary Shares automatically redeemed and
payment in respect of such Class A Ordinary Shares will be made
through CREST by the Depositary, Link Market Services Trustees
Limited, as promptly as reasonably possible, but by no later than
26 October 2023.
However, as described above, the Company is now convening the
Extension EGM to consider and, if thought fit, approve, the
Extension. Accordingly, to allow Class A Ordinary Shareholders that
so wish to keep their Class A Ordinary Shares for the duration of
the Extension, the Company shall not automatically redeem public
Class A Ordinary Shares, but provide instead to Class A Ordinary
Shareholders the right to redeem their Class A Ordinary Shares at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Escrow Account calculated as of two business
days prior to Initial Extension Deadline (including any
Overfunding), divided by the number of then issued and outstanding
Class A Ordinary Shares. The gross redemption price of a Class A
Ordinary Share is expected to be $10.325 per Class A Ordinary
Share, plus pro rata entitlement to any interest accrued on the
Escrow Account as reduced by any taxes paid or payable. As noted in
the IPO Prospectus, the amount held in the Escrow Account earns
interest at a rate equal to the Secured Overnight Financing Rate
less 5 basis points.
In the event that the Extension is not approved at the Extension
EGM, the automatic redemption process described above will
complete, in accordance with Regulation 26 of the Memorandum and
Articles.
Submitting Class A Ordinary Shares for Redemption
Redemption elections can be made through the UK's
Certificateless Registry for Electronic Share Transfer ("CREST")
from 18 October 2023 for holders of depositary interests
representing Class A Ordinary Shares. Class A Ordinary Shareholders
wishing to participate in the redemption should contact their
broker, bank or other institution through which they hold their
depositary interests in Class A Ordinary Shares to access CREST.
Redemptions cannot be submitted through means other than CREST.
Full election instruction details will be provided directly within
the CREST GUI Corporate Action event details under ISIN
VGG0056A1030.
If a Class A Ordinary Shareholder wishes to redeem all or a
portion of their depositary interests in Class A Ordinary Shares (a
"Redeeming Shareholder"), they are required to submit their
redemption election electronically through CREST by 1:00 pm BST at
the latest on 23 October 2023 (the "Election Cut-off Time").
Redeeming Shareholders should instruct their broker, bank or other
institution through which they hold their depositary interests in
Class A Ordinary Shares in time for these to be tendered through
CREST before the Election Cut-off Time. Please note that brokers,
banks or other institutions through which depositary interests in
Class A Ordinary Shares are held will establish their own cut-off
dates and times for the tender of such securities, which may be
earlier than the Election Cut-off Time. Redeeming Shareholders
should check with their broker, bank or other institution to
determine the appropriate procedures. Class A Ordinary Shareholders
who validly elect to redeem all or a portion of their depositary
interests in the Class A Ordinary Shares on or before the Election
Cut-off Time shall have such depositary interests in the Class A
Ordinary Shares redeemed and payment in respect of such will be
made by Link Market Services Trustees Limited, acting as Depositary
as soon as possible on or after 26 October 2023. The final
redemption price per Class A Ordinary Shareholders will be
confirmed prior to payment within CREST.
If a holder of Class A Ordinary Shares does not wish to redeem
any of their Class A Ordinary Shares, they do not need to submit a
redemption election through CREST or take any other action. The
redemption of the Class A Ordinary Shares held by a Class A
Ordinary Shareholder does not trigger the repurchase or redemption
of any Warrants held by such Class A Ordinary Shareholder.
Accordingly, Class A Ordinary Shareholders whose Class A Ordinary
Shares are redeemed by the Company will retain all rights to any
public Warrants that they may hold at the time of such
redemption.
Withdrawal of elections to redeem
Any Redeeming Shareholder that has validly submitted their
depositary interests in Class A Ordinary Shares for redemption
through CREST may, prior to the Election Cut-off Time, notify the
Depositary by email at the following address -
shareholderenquiries@linkgroup.co.uk - that it wishes to withdraw
such submission.
Expected Timetable of Principal Events (1)
The milestones in respect of the Extension are as shown
below.
Event Expected time/date
Initial Acquisition Deadline 12 October 2023
--------------------------------
Publication of this document 17 October 2023
--------------------------------
Commencement of redemption 18 October 2023
period
--------------------------------
Record date for the Extension 5 p.m. on 19 October 2023
EGM
--------------------------------
Deadline for submitting form 10 a.m. on 20 October 2023
of directions
--------------------------------
Deadline for submitting form 10 a.m. on 23 October 2023
of proxies
--------------------------------
Redemption deadline for existing 1 p.m. on 23 October 2023
ACG shareholders
--------------------------------
Extension EGM 10 a.m. on 25 October 2023
--------------------------------
Redemption payment date As soon as possible on or after
26 October 2023
--------------------------------
Extended Acquisition Deadline, 25 January 2024
if approved
--------------------------------
(1) All dates are indicative and subject to change. All times
are London time.
Further announcements will be made in due course.
Unless otherwise defined, 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
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
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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END
MSCNKOBBOBDDDKD
(END) Dow Jones Newswires
October 17, 2023 13:23 ET (17:23 GMT)
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