Shareholders Circular and Notice of EGM

ACG Acquisition Company Limited

08 January 2024

 

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

8 January 2024

ACG Acquisition Company Limited ("ACG" or the "Company")

Shareholders Circular and
Notice of Extraordinary General Meeting of Shareholders

ACG announces today that it is seeking Shareholder approval to (i) extend the deadline by which an Acquisition (as defined in the IPO Prospectus) must be completed from 25 January 2024 (the "Current Acquisition Deadline") to 30 June 2024 (the "Extended Acquisition Deadline" and, such proposed extension, the "Extension") and (ii) release from the Escrow Account an amount equal to $491,856.59, subject to the Extension being approved, for use by the Company to fund part of its operational expenses until the Extended Acquisition Deadline (the "Escrow Release"). In addition, the Company 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, Escrow Release and Convening of Extension EGM

Following the extraordinary general meeting of the Company held on 25 October 2023 and the extension of the deadline by which the Company must complete an acquisition to the Current Acquisition Deadline (the "First Extension"), the Company has continued to work diligently on identifying suitable targets for a potential acquisition. Discussions with respect to several potential targets are ongoing at various stages, although no binding agreements have been entered into as of the date hereof. In respect of one such opportunity, the Company has signed a non-binding term sheet for the acquisition of a controlling stake in an operating mine in the EMEA region with an estimated copper equivalent production of 20-25 ktpa. The acquisition would require funding on the order of $200 million through a combination of debt and equity financing. At this stage, there can be no certainty that a binding agreement in respect of this opportunity will be reached nor as to the terms of any potential financing.

In order to allow the Company sufficient time to complete an Acquisition, it is seeking an extension of the Current Acquisition Deadline to the Extended Acquisition Deadline by way of a Resolution of Shareholders (as defined in the Company's Memorandum and Articles), which requires the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at the Extension EGM (as defined below). The Company considers that the extension beyond the Current Acquisition Deadline is appropriate in the circumstances, giving Shareholders the option of participating in a potential future Acquisition through the Company.

In addition, the Company is requesting that, subject to the Extension being approved, an amount equal to $491,856.59 be released from the Escrow Account (the "Additional Interest") for use by the Company to fund part of its operational expenses until the Extended Acquisition Deadline. The Additional Interest represents interest which was received, or otherwise accrued until the redemption payment date, on the funds in the Escrow Account in respect of the 12,471,732 Class A Ordinary Shares that were redeemed in connection with the First Extension (the "Redeemed Shares") following the date as of which the redemption price was calculated for such Redeemed Shares pursuant to the Company's Memorandum and Articles (being the amount then on deposit in the Escrow Account as of two business days prior to 12 October 2023). Such release requires the affirmative vote of two-thirds of the votes of all Class A Ordinary Shareholders entitled to vote thereon (the "Interest Release Resolution"). The Extension is not contingent upon the approval of the Interest Release Resolution.

As a result, 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 and the Escrow Release, and making corresponding revisions to the Company's Memorandum and Articles. Shareholders are not being asked to approve any Acquisition.

The Co-Sponsors, their shareholders and affiliates thereof (the "Co-Sponsors Group") have agreed to vote all Class B Shares held by them in favour of the resolutions in respect of which holders of Class B Shares are entitled to vote at the Extension EGM, including to approve the Extension. The Co-Sponsors Group holds 72.7% of the Shares entitled to vote on the Extension at the Extension EGM. As such, assuming all such Shares are voted in favour of the Extension at the Extension EGM, it will be approved.

As described more fully in the Extension EGM Circular, the Company is in discussions with the Co-Sponsors and other investors about providing additional funding, including in the form of loans on normal market terms, to allow the Company to continue to work on identifying suitable targets and entering into an acquisition agreement in the ordinary course of its business until the Extended Acquisition Deadline (the "Additional Funding"). If approved by the Shareholders, the Board will only effect the Extension and corresponding amendments to the Company's Memorandum and Articles if the Company enters into binding agreements in respect of the Additional Funding by, at the latest, 25 January 2024.

The Extension EGM will be held at 10:00 a.m. London time on 16 January 2024 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 Company's Memorandum and Articles provide that, absent an extension, in the event the Company fails to consummate an Acquisition by the Current 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 8 February 2024.

However, as described above, the Company is now convening the Extension EGM to, among other matters, 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 the Current 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. The amount held in the Escrow Account earns interest at a rate equal to the Secured Overnight Financing Rate less 5 basis points. The amount on deposit on the Escrow Account as of 29 December 2023 was equal to $806,051.59.

The gross redemption price of any Class A Ordinary Share redeemed in connection with the Extension will not be affected by the outcome of the vote to be held at the Extension EGM on the Interest Release Resolution.

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 Company's 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 9 January 2024 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 London time at the latest on 12 January 2024 (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 promptly as reasonably possible, but by no later than 8 February 2024. 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
Publication of this document	8 January 2024
Commencement of redemption period	9 January 2024
Record date for the Extension EGM	5 p.m. on 10 January 2024
Deadline for submitting form of directions	10 a.m. on 11 January 2024
Deadline for submitting form of proxies	10 a.m. on 12 January 2024
Redemption deadline for existing ACG shareholders	1 p.m. on 12 January 2024
Extension EGM	10 a.m. on 16 January 2024
Current Acquisition Deadline	25 January 2024
Redemption payment date	By no later than 8 February 2024
Extended Acquisition Deadline, if approved	30 June 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 any target assets, ACG's ability to successfully or timely complete any future acquisition, ACG's expectations around the performance of any target assets, ACG's potential ability to obtain additional financing to complete any future acquisition and the financial performance of the enlarged group that would result from the potential completion of any future acquisition. Forward-looking statements speak only as of the date they are made.

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