Extension of Acquisition Deadline

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 AMENDED

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 - [e-mail] - that it wishes to withdraw such submission.

Expected Timetable of Principal Events¹

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 period	18 October 2023
Record date for the Extension EGM	5 p.m. on 19 October 2023
Deadline for submitting form of directions	10 a.m. on 20 October 2023
Deadline for submitting form of proxies	10 a.m. on 23 October 2023
Redemption deadline for existing ACG shareholders	1 p.m. on 23 October 2023
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, if approved	25 January 2024

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                                                          [e-mail]

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.

 

END