REG - ACG Acquisition Co. - Extension EGM Notice
08/01/2024 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240108:nRSH9266Ya&default-theme=true
RNS Number : 9266Y ACG Acquisition Company Limited 08 January 2024
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about the contents of this document, or the action you
should take, you are recommended immediately to seek your own personal
financial advice from your stockbroker, bank manager, solicitor, accountant,
fund manager or other independent financial adviser authorised under the
Financial Services and Markets Act 2000 who specialises in advising on the
acquisition of shares and other securities or, if you are in a territory
outside the United Kingdom, from an appropriately authorised independent
financial adviser.
Copies of this document are being sent to shareholders of ACG. If you have
sold or otherwise transferred all of your shares in ACG Acquisition Company
Limited please forward this document and the accompanying Form of Proxy at
once to the purchaser or transferee or to the stockbroker or other agent
through whom the sale or transfer was effected for delivery to the purchaser
or transferee. If you have sold or transferred part only of your holding of
shares in ACG Acquisition Company Limited you should retain this document and
consult the stockbroker, bank or other agent through whom the sale or transfer
was effected.
The distribution of this document in jurisdictions other than the UK may be
restricted by law and therefore persons into whose possession this document
comes should inform themselves about and observe such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This document does not constitute
any offer to issue or sell or a solicitation of any offer to subscribe for or
buy shares in ACG Acquisition Company Limited.
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered
number 2067083)
Extension of Acquisition Deadline
Release of Portion of Interest from Escrow Account Amendment of Memorandum and
Articles of Association
Shareholders Circular and Notice of Extraordinary General Meeting of
Shareholders
Notice of the Extension EGM to be held at 10 a.m. (London time) at the offices
of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican,
London, EC2Y 5AU, England on 16 January 2024 is set out at the end of this
document.
A Form of Proxy for use at the Extension EGM by holders of Class B Shares
accompanies this document and, to be valid, must be completed and returned to
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England. The Form of Proxy must be returned as soon as possible but in any
event to be received not later than 10 a.m. London time on 12 January 2024 or
48 hours before any adjourned meeting. A Form of Direction for use at the
Extension EGM by holders of depositary interests accompanies this document
and, to be valid, must be completed and returned to Link Group at PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as
possible but in any event to be received not later than 10 a.m. London time on
11 January 2024 or 72 hours before any adjourned meeting. The return of one or
more completed Forms of Proxy or Forms of Direction will not prevent you from
attending the Extension EGM and voting in person if you wish to do so (and are
so entitled).
A summary of the action to be taken by the shareholders of ACG is included in
"Action to be taken by shareholders" in the Letter from the Chief Executive
Officer and Acting Chairman on page 13 (#_bookmark5) of this document and in
the notes to the Notice of the Extension EGM on pages 18 (#_bookmark9) to 21
(#_bookmark11) of this document. This circular and all its accompanying
materials are available on the Company's website (https://www.acgcorp.co/).
(http://www.acgcorp.co/))
1
TABLE OF CONTENTS
EXPECTED (#_bookmark0) (#_bookmark0) TIMETABLE (#_bookmark0) (#_bookmark0) OF
(#_bookmark0) (#_bookmark0) PRINCIPAL (#_bookmark0) (#_bookmark0) EVENTS
(#_bookmark0)
.................................................................
(#_bookmark0) 3 (#_bookmark0)
DEFINITIONS (#_bookmark1)
............................................................................................................................
(#_bookmark1) 4 (#_bookmark1)
LETTER (#_bookmark2) (#_bookmark2) FROM (#_bookmark2) (#_bookmark2) THE
(#_bookmark2) (#_bookmark2) CHIEF (#_bookmark2) (#_bookmark2) EXECUTIVE
(#_bookmark2) (#_bookmark2) OFFICER (#_bookmark2) (#_bookmark2) AND ACTING
CHAIRMAN (#_bookmark2) .................. (#_bookmark2) 5 (#_bookmark2)
NOTICE (#_bookmark6) (#_bookmark6) OF (#_bookmark6) (#_bookmark6)
EXTRAORDINARY (#_bookmark6) (#_bookmark6) GENERAL (#_bookmark6) (#_bookmark6)
MEETING (#_bookmark6) (#_bookmark6) OF (#_bookmark6) (#_bookmark6)
SHAREHOLDERS (#_bookmark6) ..................... (#_bookmark6) 1 (#_bookmark6)
5
FORM OF (#_bookmark8) PROXY (#_bookmark8)
....................................................................................................................
(#_bookmark8) 1 (#_bookmark8) 7
FORM OF (#_bookmark10) DIRECTION (#_bookmark10)
.............................................................................................................
20
EXHIBIT A: PROPOSED CHANGES TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF
THE
COMPANY..................................................................................................................................................
23
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event
Expected time/date(London time)
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
The dates and times above (all of which are London time) are based on the
Company's current expectations and may be subject to change. Any revised dates
and/or times will be notified to the shareholders, by way of a press release
published on the Company's website (https://www.acgcorp.co/).
(http://www.acgcorp.co/))
DEFINITIONS
Defined terms used in this document shall have the meaning ascribed to them in
the Prospectus or as follows, unless the context otherwise requires:
"Amended and Restated the revised Memorandum
and Articles of Association of the Memorandum and Articles of Company,
modified as shown in Exhibit A hereto and
Association"
available on the Company's website (https://www.acgcorp.co/).
(http://www.acgcorp.co/))
"Act"
the BVI Business Companies Act 2004, as amended from time to time, and
includes the BVI Business Companies Regulations 2012 and any other regulations
made under the Act
"Acquisition"
has the meaning ascribed to it in the Memorandum and Articles of Association
"Company"or "ACG" ACG Acquisition Company
Limited
"Current Acquisition Deadline" 25 January 2024
"Directors"or the "Board" the directors of ACG at the
date of this document
"Extended Acquisition Deadline" 30 June 2024
"Extension"
the extension of the deadline by which the Company must complete an
Acquisition in accordance with Regulation 26 of its Memorandum and Articles of
Association from the Current Acquisition Deadline to the Extended Acquisition
Deadline
"Extension EGM" the
extraordinary general meeting of Shareholders of ACG at the
offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place,
Barbican, London, EC2Y 5AU, England, to be convened on the date hereof, notice
of which is set out at page 15 (#_bookmark7) of this document, and any
adjournment of that meeting
"Form of Direction" the form of
direction for use by holders of depositary interests in
Class A Ordinary Shares in connection with the Extension EGM
"Form of Proxy" the
form of proxy for use by holders of Class B Shares in connection with the
Extension EGM
"IPO Prospectus" the
initial public offering prospectus published by the Company
on 7 October 2022.
"Memorandum and Articles the Memorandum and Articles of
Association of the Company,
of Association" as
amended and restated on 25 October 2023 and in effect as of the date hereof
"Notice"
the notice of the Extension EGM set out at page 15 (#_bookmark7) of this
document
"Prospectus"
the prospectus prepared by the Company in connection with the Acquisition and
Re-Admission, as approved by the FCA on 30 June 2023 and available on the
Company's website (https://www.acgcorp.co/) (http://www.acgcorp.co/))
"Public Shareholders" means Class A
Ordinary Shareholders who are not the Co-
Sponsors, the Directors or the Advisor and the Founding Shareholders (each as
defined in the Chapter 5.6.18 of the Listing Rules of the U.K. Financial
Conduct Authority). Public Shareholders includes each of the Cornerstone
Investor or the Anchor Investors (together, the "Institutional Investors" as
defined in the IPO Prospectus).
"Resolutions"
the resolutions set out in the Notice to be proposed at the Extension EGM
"Shares"
means the Class A Ordinary Shares and the Class B Shares together
LETTER FROM THE CHIEF EXECUTIVE OFFICER AND ACTING CHAIRMAN
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered
number 2067083)
Directors:
Registered Office:
Artem Volynets (Chief Executive officer and Acting
Chairman) Craigmuir Chambers Fiona
Paulus (Senior Independent Non-Executive
Director) P.O. Box 71
Warren Gilman (Independent Non-Executive
Director)
Road Town Hendrik Johannes Faul (Independent Non-Executive
Director) Tortola, VG 1110 Mark Cutis
(Independent Non-Executive
Director) British
Virgin Islands
8 January 2024
Dear Shareholders,
1. Introduction
ACG Acquisition Company Limited is a special purpose acquisition company
("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.
Today, the Company announced that it is seeking shareholder approval to extend
the deadline by which an Acquisition 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").
Pursuant to the Memorandum and Articles of Association of the Company, the
Extension requires the affirmative vote of a majority of the votes of the
Shares entitled to vote thereon which are present at a general meeting where
such resolution is voted on. The Company considers that the extension beyond
the deadline currently specified in the Memorandum and Articles of Association
is appropriate in the circumstances, giving Shareholders the option of
participating in a potential future Acquisition through the Company.
For this reason, and as further described in this letter, on behalf of the
Company, we are pleased to invite you to the Extension EGM which is to be held
on 16 January 2024 at 10 a.m. (London time) at the offices of Cleary Gottlieb
Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU,
England and to provide you with this circular.
Set out on page 15 (#_bookmark7) of this document you will find a Notice
convening the Extension EGM and all the Resolutions to be submitted for
shareholder consideration therein. This letter sets out the background to and
the reasons for these Resolutions. These should be considered together with
the Prospectus and the other documents circulated with the Notice.
Shareholders are advised to read all documents carefully. Shareholders should
note in particular that the Prospectus contains information which is relevant
to the resolutions being considered at the Extension EGM and that this
circular has not attempted to restate such information.
After careful consideration, the Board considers the Extension and the
corresponding Resolutions submitted for shareholder consideration to be in the
best interests of the Company and its stakeholders, including its
shareholders, for the reasons set out below.
2. The Extension of the Acquisition Deadline
Background
Concurrent with its initial public offering, the Company adopted an
acquisition strategy to evaluate opportunities in the metals and mining sector
globally (excluding Russia), with a particular focus on emerging markets.
At the extraordinary general meeting of the Company held on 25 October 2023,
the Shareholders approved the extension (the "First Extension") of the
deadline by which the Company must complete an acquisition to 25 January 2024
(the "Current Acquisition Deadline"). In connection with the First Extension,
12,471,732 Class A Ordinary Shares were redeemed (the "Redeemed Shares") and,
as of the date hereof, 28,268 Class A Ordinary Shares remain outstanding.
Following 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.
Reasons for the Extension; Additional Funding; Release of Portion of Interest
from Escrow Account
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 (i.e., 30 June 2024).
While the overall market backdrop for SPACs and public equity offerings more
generally is still challenging, the Board however remains positive on the
prospect of successfully executing an Acquisition.
The Company is in discussions with its 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 amendment to the Memorandum and Articles of Association if the
Company enters into binding agreements in respect of the Additional Funding
by, at the latest, 25 January 2024. Notwithstanding the foregoing, the Board
can however not guarantee that, if the Extension is approved, an Acquisition
will take place prior to the Extended Acquisition Deadline or such later date
approved by its Shareholders in case of a Further Extension (as defined
below).
The Company is also 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 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 of Association (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.
Accordingly, the Company is convening an extraordinary general meeting to be
held at 10:00 a.m. on 16 January 2024 to consider, and if thought fit, approve
the Extension by way of a Resolution of Shareholders (as defined in the
Memorandum and Articles of Association), which requires the affirmative vote
of a majority of the votes of the Shares entitled to vote thereon which are
present at a
general meeting where such resolution is voted on. Shareholders are not being
asked to approve any Acquisition.
The Co-Sponsors, their shareholders and affiliates thereof (the "Co-Sponsors
Group") have also 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 Class B Shares are voted in favour
of the Extension at the Extension EGM, it will be approved.
3. Exercise of Redemption Rights
No Automatic Redemption if Extension is Approved and Right to Redeem Class A
Ordinary Shares for Public Shareholders
The Company's Memorandum and Articles of Association provide that, absent an
extension, in the event the Company fails to consummate an Acquisition by the
Current Acquisition Deadline (i.e., 25 January 2024), Public 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, the Company is now convening an extraordinary general meeting for
Shareholders to consider and, if thought fit, approve, the Extension by way of
a Resolution of Shareholders, which requires the affirmative vote of a
majority of the votes of the Shares entitled to vote thereon which are present
at a general meeting where such resolution is voted on. Accordingly, to allow
Public Shareholders that so wish to keep their Class A Ordinary Shares for the
duration of the Extension (see Section 4 (#_bookmark3) below for a description
of the consequences of the approval of the Extension), the Company shall not
automatically redeem public Class A Ordinary Shares, but provide instead to
Public 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 in the first paragraph above will
complete, in accordance with Regulation 26 of the Memorandum and Articles of
Association.
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 by 8 February 2024 at the latest. 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 Public Shareholder does not trigger the repurchase or
redemption of any Warrants held by such Public Shareholder. Accordingly,
Public 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
(mailto:shareholderenquiries@linkgroup.co.uk) - that it wishes to withdraw
such submission.
4. No Additional Co-Sponsor Funding of Escrow Account
There will be no additional funding of the Escrow Account by the Co-Sponsors
should the Extension be approved.
5. Consequences of Approving the Resolutions
Release of the Additional Interest from the Escrow Account
If the Interest Release Resolution is approved by the affirmative vote of
two-thirds of the votes of all Class A Ordinary Shares entitled to vote
thereon, the Class A Ordinary Shareholders will not be entitled to their pro
rata share of the Additional Interest in the event that they exercise their
redemption rights in connection with any redemption of Class A Ordinary Shares
or liquidation of ACG which takes place subsequent to the effective date of
the Extension.
Extension of Acquisition Deadline and Process in Case of Acquisition
If the Extension is approved, the Memorandum and Articles of Association will
require the Company to complete an Acquisition by the Extended Acquisition
Deadline (i.e., 30 June 2024). There can be no assurance that the Company will
be able to agree relevant terms of an Acquisition before the Extended
Acquisition Deadline or such later date approved by its Shareholders in case
of a Further Extension.
Should the Company agree on suitable terms for its Acquisition, the Company
shall, prior to the completion of an Acquisition, and in accordance with the
revised Memorandum and Articles of Association, modified as shown in Exhibit A
hereto (the "Amended and Restated Memorandum and Articles of Association"):
· obtain the approval of the Public Shareholders for such Acquisition;
and
· provide any remaining holders of Class A Ordinary Shares with the
opportunity to redeem all or a portion of their Class A Ordinary Shares upon
the completion of an Acquisition 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 consummation of an Acquisition, divided by the
number of then issued and outstanding Class A Ordinary Shares.
The Amended and Restated Memorandum and Articles of Association also provide
that, in the event the Company does not complete an Acquisition by the
Extended Acquisition Deadline, it may request Shareholders to approve a
further extension of the deadline by which the Company must complete an
Acquisition (a "Further Extension"). To pass such a resolution to approve a
Further Extension would also require the affirmative vote of a majority of the
votes of the Shares entitled to vote thereon which are present at a general
meeting where such resolution is voted on. In the event the Company does not
complete an Acquisition by the Extended Acquisition Deadline and no Further
Extension is approved, the Company will cease all operations, except for the
purpose of winding-up, following a procedure equivalent to the description
included in Section 6 (#_bookmark4) below and in accordance with the Amended
and Restated Memorandum and Articles of Association.
Possible dilutive effect on Public Shareholders in the event of exercise of
redemption rights
If the Extension is approved and some Public Shareholders exercise their
rights of redemption in respect of their Class A Ordinary Shares, the Company
shall be required to return a proportion of the funds standing to their credit
of the Escrow Account and to redeem the relevant Class A Ordinary Shares. This
will result in the overall number of Class A Ordinary Shares outstanding being
further reduced while the number of Warrants will remain unchanged. The
remaining Public Shareholders may therefore face increased dilution of their
interests, mainly as a result of the increased proportion of outstanding
Warrants relative to the number of outstanding Class A Ordinary Shares
remaining following the exercise of redemptions by Public Shareholders.
Availability of funds to complete an Acquisition
In the event that there is a significant exercise of redemption rights, the
Company shall also have less funds available in the Escrow Account to fund any
Acquisition and will in any case need to raise additional third party finance
at the time of any Acquisition to meet its financing requirements, to pay any
cash consideration if required, and to satisfy any minimum cash balance
condition imposed as part of any Acquisition.
If the Company has insufficient funds available, the Company may be required
to seek additional financing by issuing new equity or debt securities or
securing debt financing. There can be no assurance that the Co-Sponsors Group
will continue to fund the Company through completion of any Acquisition. In
addition, the Company may not receive sufficient support from its existing
Shareholders to raise additional equity, and lenders may be unwilling to
extend debt financing to the Company on attractive terms, or at all.
Furthermore, raising third party financing, including the Additional Funding,
may involve dilutive equity issuances (which the Company is able to do without
requiring the prior approval of holders of its Shares) or the incurrence of
indebtedness at higher than desirable levels.
Possible dilutive effect on Public Shareholders in the event of issue of
additional Class A Ordinary Shares
It is likely that the Company will decide that there is a need to raise
additional third party finance at the time of any Acquisition. In that event,
the Company may issue a substantial number of additional Class A Ordinary
Shares to complete its Acquisition, including via a private investment in a
public entity.
Such issuance of additional Class A Ordinary Shares:
· may significantly dilute the equity interest of existing Public
Shareholders;
· could cause a change in control if a substantial number of Class A
Ordinary Shares are issued, which could, among other things, result in the
resignation or removal of the Company's present directors; and
· may adversely affect prevailing market prices for the Class A
Ordinary Shares and/or Warrants.
Ability to Complete an Acquisition Before the Extended Acquisition Deadline or
such later date approved by its Shareholders in case of a Further Extension
While the Company would have until the Extended Acquisition Deadline to
implement an Acquisition, there can be no assurance that the Company will be
able to agree relevant terms of an Acquisition before the Extended Acquisition
Deadline or such later date approved by its Shareholders in case of a Further
Extension.
Failure to reach an agreement on acceptable terms for an Acquisition could
result from factors including (but not limited to) a lack of suitable target
companies, absence of available funding on acceptable terms or at all,
inability to raise capital, and increased competition for such target
companies. Such competition may for example come from strategic buyers,
sovereign wealth funds, other SPACs, and public and private investment funds,
many of which are well established and have extensive experience in
identifying and completing acquisitions and business combinations. A number of
these competitors may possess greater technical, financial, human and other
resources than the Company and may be able to facilitate a more expedited
acquisition process. Furthermore, some potential target companies have already
entered into business combinations, and the Company believes that there are
many SPACs seeking target companies for, and that may in the future undertake
initial public offers in order to seek target companies for, business
combinations. As a result, fewer attractive target companies may be available
at any point prior to the Extended Acquisition Deadline or such later date
approved by its Shareholders in case of a Further Extension. Attractive deals
could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of
additional capital needed to close business combinations or operate target
companies post-business combination, thereby increasing competition. This
could increase the cost of, or otherwise complicate or frustrate the Company's
ability to find and consummate an Acquisition.
Any of these or other factors may place the Company at a competitive
disadvantage in successfully negotiating or completing an attractive
Acquisition. There cannot be any assurance that the Company will be successful
against such competition and will be able to complete an Acquisition by the
Extended Acquisition Deadline. This competition may result in a potential
target company seeking a different buyer even after having spent considerable
time negotiating with the Company, or may require a competitive bidding
process in which the Company may ultimately not succeed.
Furthermore, even if a definitive agreement is reached in respect of a target
company, the Company may fail to complete such Acquisition, because
shareholders of that target company do not approve the transaction, a required
regulatory condition is not obtained, the Company does not have funding
available or it is not able to raise capital on favorable terms or at all,
other conditions precedent for completion for an Acquisition are not
fulfilled, or for reasons beyond its control, such as material adverse changes
in economic and market conditions.
In such circumstances, the Company will not be able to complete an Acquisition
by the Extended Acquisition Deadline and, absent a Further Extension, will
need to cease operations and return any remaining funds in the Escrow Account
to Public Shareholders in the manner described in the Amended and Restated
Memorandum and Articles of Association. There is no assurance that the Company
will be able to complete an Acquisition by the Extended Acquisition Deadline
or such later date approved by its Shareholders in case of a Further
Extension.
The Company's negotiating position in light of the requirement to complete an
Acquisition by the Extended Acquisition Deadline or such later date approved
by its shareholders in case of a Further Extension
Any potential target company with which the Company enters into negotiations
concerning an
Acquisition will most likely be aware that the Company must complete its
Acquisition by the Extended Acquisition Deadline or such later date approved
by its Shareholders in case of a Further Extension. Consequently, such target
company may obtain leverage over the Company in negotiating its Acquisition,
knowing that if the Company does not complete its Acquisition with that
particular target company, it may be unable to complete an Acquisition with
any target company.
As a result, the Company might at such time enter into an Acquisition on terms
that are not as favourable to the Company and the Shareholders as they could
be under different circumstances. This risk will increase as the Company gets
closer to the Extended Acquisition Deadline or such later date approved by its
Shareholders in case of a Further Extension. In addition, the Company may have
limited time or resources to conduct due diligence and, as a consequence, such
due diligence may not reveal all relevant considerations or liabilities of a
target business and the Company may enter into its Acquisition on terms that
it would have rejected upon a more comprehensive investigation.
Following any redemption by Public Shareholders of their Class A Ordinary
Shares, the Company may no longer have sufficient shares held in public hands
for purposes of complying with the Listing Rules and, as a result, any
remaining Class A Ordinary Shares may be suspended or cancelled from listing;
the listing of the Company's Class A Ordinary Shares and Warrants may be
suspended upon the announcement of an Acquisition. Any such suspension or
cancellation will significantly reduce liquidity in the Class A Ordinary
Shares and/or the Warrants, potentially for a significant period of time or
definitively, and may adversely affect the price at which a holder can sell
them.
Pursuant to Listing Rule 5.2.1R, the FCA may cancel the listing of securities
if it is satisfied that there are special circumstances that preclude normal
regular dealings in them. Examples of circumstances where the FCA may cancel
the listing of securities where it appears to the FCA that the issuer no
longer satisfies its continuing obligations for listing include, under Listing
Rule 5.2.2G(2), where the percentage of shares in public hands falls below 10%
(the FCA may however allow a reasonable time to restore the percentage, unless
this is precluded by the need to maintain the smooth operation of the market
or to protect investors). For these purposes, shares are not held in public
hands if they are, inter alia, held directly or indirectly by a director or
persons connected with a director or persons in the same group or persons
acting in concert who have an interest in 5% or more of the shares of the
relevant class or are subject to restrictions on transfer of more than 180
days.
The Company currently has outstanding a small number of Class A Ordinary
Shares held by only a small number of Public Shareholders. Any further
redemptions by Public Shareholders of their Class A Ordinary Shares will
result in the overall number of Class A Ordinary Shares outstanding being
further reduced. The Co-Sponsors Group has agreed to convert any or all of
their Class B Shares into Class A Ordinary Shares at the Company's request.
Nevertheless, it cannot be excluded that the number of Class A Ordinary Shares
in issue and held in public hands will be reduced as a result of secondary
market trading or following settlement of redemptions such that either: (i)
the percentage of Ordinary Shares in public hands falls below 10% (meaning the
Company would no longer comply with Listing Rule 14.2.2R); or (ii) the number
of Ordinary Shares will not facilitate the smooth operation of the market. In
each case, although the FCA may permit the Company a reasonable time to
restore the percentage of shares held in public hands, the FCA may cancel the
listing of the Class A Ordinary Shares.
In addition, the Company expects that there will be a presumption that
suspension of listing of the Class A Ordinary Shares and Warrants is required
upon an Acquisition announcement, unless the Company can provide evidence to
the FCA that it meets the requirements under Listing Rule 5.6.8G(1) that there
is sufficient publicly available information about the proposed transaction.
In such circumstances, if information regarding an Acquisition were to leak to
the market, or the Board considered that there were good reasons for
announcing the transaction at a time when it was unable to provide the market
with sufficient information regarding the impact of an Acquisition on its
financial position, the Class A Ordinary Shares and Warrants may be suspended
from listing. Any such suspension would be likely to continue until sufficient
financial information on an Acquisition was made public. Depending on the
nature of the transaction (or proposed transaction) and the stage at which it
is leaked or announced, it may take a substantial period of time to compile
the relevant information, particularly where the target business does not have
financial or other information readily available which is comparable with the
information a listed company would be expected to provide under the UK Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules (for example, where the target business is not itself already
subject to a public disclosure regime), and the period during which the Class
A Ordinary Shares and Warrants would be suspended may therefore be
significant.
Any such suspension or cancellation will significantly reduce liquidity in any
remaining Class A Ordinary Shares and/or the Warrants, potentially for a
significant period of time, and may adversely affect the price at which a
holder can sell them.
6. Consequences of Not Approving the Extension
In the event that the Extension is not approved by Shareholders, the
Memorandum and Articles of Association and, in turn, the date by which the
Company must complete an Acquisition (i.e., 25 January 2024) will remain
unchanged. Accordingly, in such situation, the Company will:
· continue ceasing all operations and intends to complete its winding
up;
· as promptly as reasonably possible and by 8 February 2024 at the
latest, automatically redeem the Class A Ordinary Shares held by Public
Shareholders, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Escrow Account, including interest earned on the
funds held in the Escrow Account which, for the avoidance of doubt, will
comprise the Additional Interest (less taxes payable and up to $100,000 to pay
dissolution expenses), divided by the number of then outstanding Class A
Ordinary Shares held by Public Shareholders, which redemption will completely
extinguish Public Shareholders' rights as Shareholders (including the right to
receive further liquidation distributions (if any)); and
· as promptly as reasonably possible following such redemption, subject
to the approval of the Company's remaining Shareholders, liquidate and
dissolve the Company's assets and liabilities, subject in each case to the
Company's obligations under BVI law to provide for claims of creditors and the
requirements of other applicable law. In such case, the Warrants will expire
worthless and any holder thereof will no longer have any rights thereunder.
In such circumstances, there can be no assurance as to the particular amount
or value of the remaining assets at any such future time either as a result of
costs from the unsuccessful Acquisition or from other factors, including
disputes or legal claims which the Company is required to pay out, the cost of
the liquidation and dissolution process, applicable tax liabilities or amounts
due to third-party creditors.
7. The Resolutions
In order to effect an Acquisition, the Company is tabling Resolutions relating
to the following matters for consideration by its Shareholders:
(i) the proposed release of the Additional Interest from the Escrow
Account for use by the Company to fund part of its operational expenses until
30 June 2024, subject to the Extension being approved. To pass such resolution
requires the affirmative vote of two-thirds of the votes of all Class A
Ordinary Shares entitled to vote thereon;
(ii) the proposed Extension of the Current Acquisition Deadline (i.e.,
25 January 2024) to the Extended Acquisition Deadline (i.e., 30 June 2024). To
pass such resolution requires the affirmative vote of a majority of the votes
of the Shares entitled to vote thereon which are present at the Extension EGM
and vote; and
(iii) the proposed adoption of revised Memorandum and Articles of
Association of the Company, reflecting the changes shown in Exhibit A hereto.
To pass such resolution requires the affirmative vote of two-thirds of the
votes of the Shares entitled to vote thereon which are present at the
Extension EGM and vote.
8. Action to be taken by Shareholders
Form of Proxy
A Form of Proxy for use at the Extension EGM by holders of Class B Shares is
enclosed with this document. The Form of Proxy must be returned to Link Group
at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as
soon as possible but, in any event, so as to arrive no later than 10
a.m. (London time) on 12 January 2024 or 48 hours before any adjourned
meeting.
The completion and return of a Form of Proxy will not preclude you from
attending the Extension EGM and voting in person should you wish to do so, and
should be done in accordance with the instructions contained in the notes to
the Notice of the Extension EGM, as set out on page 15 (#_bookmark7) of this
document, and in the notes to the Form of Proxy.
Unless otherwise indicated on the Form of Proxy, the proxy will vote as they
think fit or, at their discretion withhold from voting.
CREST voting and Form of Direction
In the case of holders of depository interests representing Class A Ordinary
Shares in dematerialised form, an electronic instruction may be submitted
through the CREST system in order to instruct Link Market Services Trustees
Limited, the Depository, to vote on the holder's behalf at the Extension EGM
by proxy or, if the meeting is adjourned, at the adjourned meeting. If you are
a CREST Personal Member, or other CREST Sponsored Member, you should consult
your CREST sponsor, who will be able to take appropriate action on your
behalf. Instructions can be submitted via the CREST system to be received by
the issuer's agent, Link Group (ID:RA10) by 10 a.m. (London time) on 11
January 2024.
Alternatively, holders of depositary interests should complete the enclosed
Form of Direction in accordance with the instructions printed thereon to
direct Link Market Services Trustees Limited as the custodian of their shares
how to exercise their votes. Any holder of depository interest who wishes to
attend the Extension EGM must contact the Depositary at Link Market Services
Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1
4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk
(mailto:nominee.enquiries@linkgroup.co.uk) in order to request a Letter of
Representation no later than 10 a.m. on 11 January 2024. If any holder of
depositary interests attends the Extension EGM without a letter of
representation they will only be allowed to enter the Extension EGM as a guest
and will not be allowed to vote. To be valid, the Form of Direction must be
completed in accordance with the instructions set out in the form and returned
as soon as possible to the offices of the Custodian at PXS1, Central Square,
29 Wellington Street, Leeds, LS1 4DL, England so as to be received no later
than 10 a.m. (London time) on 11 January 2024 or 72 hours before any adjourned
meeting.
In signing and returning the Form of Direction or otherwise submitting an
electronic voting instruction through the CREST system, you will be
representing that you are either: (a) outside the United States, or (b) a
qualified institutional buyer (within the meaning given by Rule 144A under the
US Securities Act of 1933). By continuing to hold their depositary interests
following the date of the Notice, holders of depositary interests acknowledge
and agree to be bound by the transfer restrictions set forth in the section
headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandis
with respect to such depositary interests).
9. Board Recommendation
The Board unanimously considers the approval of all Resolutions to be in the
best interests of the Company. Accordingly, the Board recommends that
Shareholders vote in favour of all the Resolutions set out in the Notice of
the Extension EGM. The Board will only effect the Extension and amendment to
the Memorandum and Articles of Association if the Company enters into binding
agreements in respect of the Additional Funding by, at the latest, 25 January
2024. The Extension is not contingent upon the approval of the Interest
Release Resolution.
Your sincerely, Artem Volynets,
Chief Executive Officer and Acting Chairman
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered
number 2067083)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT a meeting of the shareholders of the Company will
be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London
Wall Place, Barbican, London, EC2Y 5AU, England on 16 January 2024 at 10 a .m.
(London time) for the purposes of considering and, if thought fit, approving
the following resolutions:
Resolution 1
THAT the Additional Interest be released from the Escrow Account for use by
the Company to fund part of its operational expenses until 30 June 2024,
subject to the Extension being approved
Resolution 2
THAT the deadline by which the Company must complete an Acquisition in
accordance with Regulation 26 of its Memorandum and Articles of Association be
extended from 25 January 2024 to 30 June 2024
Resolution 3
THAT the Memorandum and Articles of Association of the Company be amended in
the form recommended by the Board of Directors of the Company and reflecting
the changes shown in Exhibit A attached hereto, with effect upon the
satisfaction of the formalities required to effect such an amendment under the
laws of the BVI
Da ted 8 January 2024
Registered Office
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola British Virgin Isla nds
Artem Volynets, by order of the Board 8 January 2024
(1) To be entitled to attend and vote at the meeting (and for the
purpose of the determination by the Company of the number of votes they may
cast), shareholders must be registered in the register of members of the
Company at 5 p.m. (London time) on 10 January 2024. Changes to the register of
members after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the meeting.
(2) Shareholders, or their proxies, intending to attend the
meeting in person are requested, if possible, to arrive at the meeting venue
at least 20 minutes prior to the commencement of the meeting at 10 a.m.
(London time) on 16 January 2024 so that their shareholding may be checked
against the Company's register of members and attendances recorded.
(3) A Form of Proxy for use at the Extension EGM by holders of
Class B Shares is enclosed with this document. The Form of Proxy must be
returned to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, England as soon as possible but, in any event, so as to arrive no
later than 10 a.m. (London time) on 12 January 2024 or 48 hours before any
adjourned meeting. The completion and return of a Form of Proxy will not
preclude you from attending the Extension EGM and voting in person should you
wish to do so. Unless otherwise indicated on the Form of Proxy the proxy will
vote as they think fit or, at their discretion withhold from voting.
(4) Depositary interest holders who are CREST members may submit
their instruction through the CREST electronic proxy appointment service may
do so for the Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available from www.euroclear.com).
CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
(5) In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear UK
& International Limited's specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message
must be transmitted so as to be received by the issuer's agent (ID RA10) by 10
a.m. on 11 January 2024. For this purpose, the time of receipt will be taken
to mean the time (as determined by the timestamp applied to the message by the
CREST application host) from which the issuer's agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
(6) CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK & International
Limited does not make available special procedures in CREST for any particular
message. Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take
(or, if the CREST member is a CREST personal member, or sponsored member, or
has appointed a voting service provider(s), to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
(7) Alternatively, holders of depositary interests should complete
the enclosed Form of Direction in accordance with the instructions printed
thereon to direct Link Market Services Trustees Limited as the custodian of
their shares how to exercise their votes. Any holder of depository interest
who wishes to attend the Extension EGM must contact the Depositary at Link
Market Services Trustees Limited, Link Group, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom or by email by using
nominee.enquiries@linkgroup.co.uk (mailto:nominee.enquiries@linkgroup.co.uk)
in order to request a Letter of Representation no later than 10 a.m. on 11
January 2024. If any holder of depositary interests attends the Extension EGM
without a letter of representation they will only be allowed to enter the
Extension EGM as a guest and will not be allowed to vote. To be valid, the
Form of Direction must be completed in accordance with the instructions set
out in the form and returned as soon as possible to the offices of the
Custodian at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England so as to be received no later than 10 a.m. (London time) on 11 January
2024 or 72 hours before any adjourned meeting. In signing and returning the
Form of Direction or otherwise submitting an electronic voting instruction
through the CREST system, you will be representing that you are either: (a)
outside the United States, or (b) a qualified institutional buyer (within the
meaning given by Rule 144A under the US Securities Act of 1933). By continuing
to hold their depositary interests following the date of the Notice, holders
of depositary interests acknowledge and agree to be bound by the transfer
restrictions set forth in the section headed "Part XVI-Notices to Investors"
in the Prospectus (mutatis mutandis with respect to such depositary
interests).
FORM OF PROXY
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Proxy - Extraordinary General Meeting of Shareholders to be held on 16
January 2024
Kindly note: This form is issued only to the addressee(s). The Company accepts
no liability for any instruction that does not comply with this form.
Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space
overleaf, how you wish your votes to be cast in respect of each of the
resolutions. If this form is duly signed and returned, but without specific
direction as to how you wish your votes to be cast the form will be rejected.
2. The "Withheld" option overleaf is provided to enable you to
abstain on any particular resolution. However, it should be noted that that a
'Vote Withheld is not a vote in law and will not be counted in the calculation
of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations made to this form should be initialled.
4.
The completion and return of this form will not preclude a member from
attending the meeting and voting in person.
5. Every holder has the right to appoint some other person of
their choice, who need not be a Shareholder, to attend and act on their behalf
at the meeting. If you wish to appoint a person other than the Chairman,
please insert the name of your chosen proxy holder in the space provided (see
reverse).
6. Please ensure the completed voting instrument is returned to
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England.
To be effective, this form must be lodged at Link Group at PXS1, Central
Square, 29 Wellington Street, Leeds,LS1 4DL, England no later than 48 hours
before the commencement of the Meeting.
Form of Proxy
Please use a black pen. Mark an "X" inside the box to indicate your directions, as shown in this example: I/We hereby direct the Chairman of the Meeting OR the following person:
Please leave this box blank if you have selected the Chairman. Do not insert
your own name(s).
As my/our proxy to attend and vote on my/our behalf at the meeting of
shareholders of ACG Acquisition Company Limited to be held at the offices of
Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican,
London, EC2Y 5AU, England on 16 January 2024 at 10 a.m. (London time) and any
adjournment of that meeting. All terms used herein have the meaning ascribed
thereto in the shareholder circular pertaining to the meeting of shareholders
of ACG Acquisition Company Limited referred to above.
Resolutions
1. THAT the deadline by which the Company must complete an Acquisition in For Against Withheld
accordance with Regulation 26 of its Memorandum and Articles of Association be
extended from 25 January 2024 to 30 June 2024.
2. THAT the Memorandum and Articles of Association of the Company be amended For Against Withheld
in the form recommended by the Board of Directors of the Company, reflecting
the changes shown in Exhibit A to the EGM Notice, with effect upon the
satisfaction of the formalities required to effect such an amendment under the
laws of the BVI.
I/We would like my/our proxy to vote on the resolutions proposed at the
meeting as indicated on this form. Unless otherwise instructed the proxy may
vote as he or she sees fit or abstain in relation to any business of the
meeting.
Signature Date
DD / MM/ YY In the case of joint holders, only one holder
need sign. In the case of a
corporation, the Form of Proxy should be signed by a duly authorised official
whose capacity should be stated, or by an attorney.
FORM OF DIRECTION
[EMEA_ACTIVE 3 029250 56_11]
20
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Direction - Extraordinary General Meeting of Shareholders to be held
on 16 January 2024
Kindly note: This form is issued only to the addressee(s). The Custodian
accepts no liability for any instruction that does not comply with this form.
Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space
overleaf, how you wish your votes to be cast in respect of each of the
resolutions. If this form is duly signed and returned, but without specific
direction as to how you wish your votes to be cast the form will be rejected.
2. The 'Withheld' option overleaf is provided to enable you to
abstain on any particular resolution. However, it should be noted that that a
'Vote Withheld' is not a vote in law and will not be counted in the
calculation of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations to this form should be initialled.
4. The completion and return of this form will not preclude a
member from attending the meeting and voting in person.
5.
A member of CREST may use the CREST electronic voting appointment service via
the CREST system, CREST messages must be received by the issuer's agent (ID
number (ID: RA10) not later than 72 hours before the time appointed for the
holding of the meeting.
6. Should the holder, or a representative of that holder, wish
to attend the meeting and/o r vote at the meeting please ensure the relevant
box is completed on the reverse. Upon receipt of this instruction, the
registered holder, shown above, will receive a Letter of Representation from
Link Group authorising the person detailed overleaf to attend on behalf of the
holder.
7. Please ensure the completed voting instrument is returned to:
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England.
To be effective, all votes must be lodged at the office of the Custodian no
later than 72 hours before the commencement of the meeting.
Form of Direction
Please use a black pen. Mark an "X" inside the box to indicate your
directions; as shown in this example.
I/We hereby:
1) represent that I/we am/are either (a) outside the United States, or (b) a
qualified institutional buyer (within the meaning given by Rule 144A under the
US Securities Act of 1933); 2) represent that I/we am/are the holder of the
depositary interests in Class A Ordinary Shares that are the subject of this
Direction; 3) direct the Custodian "Link Market Services Trustees Limited" to
vote on my/our behalf at the meeting of shareholders to be held at the offices
of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican,
London, EC2Y 5AU, England on 16 January 2024 at 10 a.m.(London time) and any
adjournment of that meeting; and 4) by continuing to hold depositary interests
following the date of execution of this form, acknowledge and agree to be
bound by the transfer restrictions set forth in the section headed "Part
XVI-Notices to Investors" in the Prospectus (mutatis mutandiswith respect to
such depositary interests). All terms used herein have the meaning ascribed
thereto in the shareholder circular pertaining to the meeting of shareholders
of ACG Acquisition Company Limited referred to above.
Resolutions
1. THAT the Additional Interest be released from the Escrow Account for use by For Against Withheld
the Company to fund part of its operational expenses until 30 June 2024,
subject to the Extension being approved.
2. THAT the deadline by which the Company must complete an Acquisition in For Against Withheld
accordance with Regulation 26 of its Memorandum and Articles of Association be
extended from 25 January 2024 to 30 June 2024.
3. THAT the Memorandum and Articles of Association of the Company be amended For Against Withheld
in the form recommended by the Board of Directors of the Company, reflecting
the changes shown in Exhibit A to the EGM Notice, with effect upon the
satisfaction of the formalities required to effect such an amendment under the
laws of the BVI.
Intention to attend
I wish to attend the meeting of shareholders. Any Depository Interest Holder
who wishes to attend the Meeting must contact the Depositary at Link Market
Services Trustees Limited, Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom or by email by using
nominee.enquiries@linkgroup.co.uk (mailto:nominee.enquiries@linkgroup.co.uk)
in order to request a Letter of Representation no later than 10 a.m. on 11
January 2024.
Signature Date
DD / MM/ YY In the case of joint holders, only one holder need
sign. In the case of a
corporation, the Form of Direction should be signed by a duly authorised
official whose capacity should be stated, or by an attorney.
EXHIBIT A
Proposed Changes to the Memorandum and Articles of Association of the Company
[A draft of the full version of the Amended and Restated Memorandum and Articles of Association of the Company has also been made available on the Company's website (https://
www.acgcorp.co/) (http://www.acgcorp.co/))
]
10.3. The rights conferred upon the holders of the Shares of any class shall
not, unless otherwise expressly provided by the terms of issue of the Shares
of that class, be deemed to be varied by the creation or issue of further
Shares ranking equally with such existing Shares.
10. REGISTERED SHARES
11.1. The Company shall issue registered Shares only. The Company is not
authorised to issue bearer Shares, convert registered Shares to bearer Shares
or exchange registered Shares for bearer Shares.
11. AMENDMENT OF THE MEMORANDUM AND THE ARTICLES
12.1. The Company may only amend this Memorandum or the Articles by
a resolution approved at a duly convened and constituted meeting of the
Shareholders by the affirmative vote of two-thirds of the votes of the Shares
entitled to vote thereon which were present at the meeting and were voted.
12.2. Any amendment of this Memorandum or the Articles will take
effect from the date that the notice of amendment, or restated Memorandum and
Articles incorporating the amendment, is registered by the Registrar or from
such other date as determined pursuant to the Act.
12. DEFINITIONS AND INTERPRETATION
13.1. In this Memorandum and the attached Articles, if not
inconsistent with the subject or context:
Acceptance Period has the meaning given to it at Regulation 18.9.
ACG Sponsor means ACG Mining Limited, a BVI business company with number
2067090.
Acquisition means the acquisition by the Company or by any subsidiary thereof
(which may be in the form of a merger, capital stock exchange, asset
acquisition, stock purchase, scheme of arrangement, reorganisation or similar
acquisition) of an interest in an operating company or business (and, in the
context of the Acquisition, references to a company without reference to a
business and references to a business without reference to a company shall in
both cases be construed to mean both a company or a business).
Acquisition Date means the date of completion of an Acquisition.
Acquisition Deadline means 25 January30 June 2024, subject to any Extensions.
Acquisition EGM means a general meeting of the Shareholders convened in order
to obtain Shareholder approval of an Acquisition.
Admission means admission of the Class A Ordinary Shares and Warrants to the
standard segment of the Official List and to trading on the main market for
listed securities of the London Stock Exchange.
Admitted Institutions means those institutions admitted to the London Stock
Exchange.
Extension means an extension of the Acquisition Deadline beyond 25 January30
June 2024 for such period as may be approved by a Resolution of Shareholders
at a meeting of the Shareholders called for such purpose.
Extension EGM has the meaning given to it in the Extension EGM Circular.
Extension EGM Circular has the meaning given to it at Regulation 18.20. FCA
means the UK Financial Conduct Authority.
Founding Shareholders means any shareholder who founded or established the
Company.
Initial Co-Sponsor Overfunding means the additional funds committed by the
Co-Sponsors to the Company through subscription for 4,062,500 Sponsor Warrants
at a price of $1.00 per Sponsor Warrant.
Institutional Investors means the Anchor Investors and the Cornerstone
Investor.
Listing Rules means the listing rules of the FCA as amended from time to time.
London Stock Exchange means London Stock Exchange plc.
Memorandum means this memorandum of association of the Company.
Original Shareholder means each Class B Shareholder, excluding any Class B
Shareholder who, for the time being, only holds Class B Shares as a result of
a Permitted Transfer.
Offering means the proposed offering of the Class A Ordinary Shares and
Warrants on behalf of the Company at the Offer Price and on the terms and
subject to the conditions agreed upon by the Directors.
Offer Price means $10.00 per Class A Ordinary Share. Official List means the
official list maintained by the FCA. Overfunding means the Initial Co-Sponsor
Overfunding. Permitted Indebtedness means:
(a) liabilities incurred on or following the closing date of
the IPO not exceeding, in aggregate, $2,813,000, being the capital held by the
Company outside the Escrow Account after the costs relating to the IPO have
been paid, as disclosed in the IPO prospectus;
(b) any financing in connection with the Acquisition and
associated financing fees, provided that the Acquisition and such financing
and associated fees have been approved by a simple majority (more than 50%) of
the Shareholders (excluding the Co-Sponsors);
18. REDEMPTION
Redemption of Class A Ordinary Shares held by Public Shareholders at the time
of the Acquisition
18.1. The Company will provide its Public Shareholders with the
opportunity to redeem all or a portion of their Class A Ordinary Shares upon
the completion of the Acquisition at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Escrow Account calculated as of
two Trading Days prior to the consummation of the Acquisition (including any
Overfunding), divided by the number of then issued and outstanding Class A
Ordinary Shares, subject to amongst other things the redemption limitations
described in these Articles. On the date set by the Directors for the
redemption of the relevant Class A Ordinary Shares (the Redemption Date),
which will be on or about the Acquisition Date, the Company will be required
to redeem any Class A Ordinary Shares properly delivered for redemption and
not withdrawn.
18.2. Each Public Shareholder (a Redeeming Shareholder) may elect to
have their Class A Ordinary Shares redeemed without attending or voting at the
Acquisition EGM and, if they do vote, they may still elect to redeem their
Class A Ordinary Shares irrespective of whether they vote for or against or
abstain from voting on the proposed Acquisition. The Co-Sponsors and the
Directors have entered into an agreement with the Company, pursuant to which
they have agreed to waive their redemption rights in connection with the
consummation of the Acquisition with respect to any Class A Ordinary Shares
held by them.
18.3. For the avoidance of doubt, the Redemption Arrangements (as
defined below) set out in this Regulation shall only apply to the Class A
Ordinary Shares and not to any other class of Shares.
18.4. The amount in the Escrow Account is initially anticipated to
be $10.325 per Class A Ordinary Share. There will be no redemption rights upon
the consummation of the Acquisition with respect to the Warrants that have not
been exercised for Class A Ordinary Shares. However, because Class A Ordinary
Shareholders who wish to redeem their Class A Ordinary Shares in connection
with the Acquisition will receive their pro rata share of the Escrow Account,
the amount they receive may be less than $10.325 per Class A Ordinary Share
(comprising $10.00 per Class A Ordinary Share representing the amount
subscribed for by Class A Ordinary Shareholders together with the Class A
Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding,
expected to be $0.325 per Class A Ordinary Share, and excluding any Class A
Ordinary Shareholders' pro rata entitlement to any interest accrued on the
Escrow Account (if any), excluding any interest released from the Escrow
Account with the approval of two-thirds of all Class A Ordinary Shareholders
entitled to vote thereon).
18.5. In addition, as a matter of BVI law, the Company may only
redeem Class A Ordinary Shares if the solvency test under s.56 of the Act will
not be breached.
18.6. Subject to the above, the Company will redeem the Class A
Ordinary Shares held by the Redeeming Shareholders in accordance with the
arrangements described below and BVI law, under the following terms (together,
the Redemption Arrangements).
Redemption price and Acceptance Period
18.7. The gross redemption price of a Class A Ordinary Share under
the Redemption Arrangements is expected to be $10.325 per Class A Ordinary
Share (comprising $10.00 per Class A Ordinary Share representing the amount
subscribed for by Class A Ordinary Shareholders together with the Class A
Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding,
expected to be $0.325 per Class A Ordinary Share, and excluding any Class A
Ordinary Shareholders' pro rata entitlement to any interest accrued on the
Escrow Account (if any), excluding any interest released from the Escrow
Account with the approval of two-thirds of all Class A Ordinary Shareholders
entitled to vote thereon).
18.8. The Directors will set an acceptance period for the redemption
of Class A Ordinary Shares under the Redemption Arrangements. The relevant
dates will be included in the press release issued in connection with the
convocation of the Acquisition EGM. The Acceptance Period shall in any event
be the period from the day of the convocation of the Acquisition EGM ending on
the second Trading Day preceding the Acquisition EGM (the Acceptance Period).
18.9. Redeeming Shareholders will receive the redemption price
within two Trading Days after the Redemption Date. The Redemption Date will be
set by the Directors and will be included in the press release issued in
connection with the convocation of the Acquisition EGM. The Redemption Date is
expected to be on or about Acquisition Date.
18.10. The notice of the Acquisition EGM that the Company will furnish
to Class A Ordinary Shareholders in connection with an Acquisition will
describe the various procedures that must be complied with in order to validly
tender or redeem Class A Ordinary Shares. In the event that a Class A Ordinary
Shareholder fails to comply with these procedures, their Class A Ordinary
Shares may not be redeemed.
18.11. Class A Ordinary Shareholders may require the Company to redeem
all or a portion of the Class A Ordinary Shares held by them if all of the
following conditions have been met:
(a) the Redeeming Shareholder exercising their right to sell
their Class A Ordinary Shares to the Company has notified the Company through
their Admitted Institution by no later than 9:00 a.m. (London time) on the
date two Trading Days after the date of the Acquisition EGM of its intention
to transfer their Class A Ordinary Shares to the Company in accordance with
the transfer instructions included in the press release issued in connection
with the convocation of the Acquisition EGM; and
(b) the proposed Acquisition has been completed on or before
the Acquisition Deadline.
Withdrawal of redemption notification
18.12. Any request to redeem Class A Ordinary Shares, once made, may be
withdrawn up to two Trading Days prior to the Acquisition EGM (unless the
Company elects to allow additional withdrawal rights).
18.13. Any notice of withdrawal must specify the name of the person
having tendered the Class A Ordinary Shares to be withdrawn, the number of
Class A Ordinary Shares to be withdrawn and the name of the registered holder
of the Class A Ordinary Shares to be withdrawn, if different
Shareholder (if any). Accordingly, Redeeming Shareholders whose Class A
Ordinary Shares are redeemed by the Company will retain all rights to any
Warrants that they may hold at the time of redemption.
No redemption if the Acquisition is not completed
18.19. If the Acquisition is not approved or completed for any reason, then
the Redeeming Shareholders will not be entitled to redeem their Class A
Ordinary Shares for the applicable pro rata share of the Escrow Account.
Acknowledgement by the Company of the rights of Class A Ordinary Shareholders
that elected to redeem their Class A Ordinary Shares prior to the Extension
EGM
18.20. As described in the Shareholders Circular and Notice of Extraordinary
General Meeting of Shareholders published by the Company on 17 October 20238
January 2024 (the "Extension EGM Circular"), the Company has provided 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 12
October 202325 January 2024 (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. Class A Ordinary
Shareholders who validly elect to redeem their Class A Ordinary Shares as per
the procedures described in the Extension EGM Circular shall have such Class A
Ordinary Shares redeemed and payment in respect of such Class A Ordinary
Shares will be made as soon as possible on or after 26 October 2023by 8
February 2024 at the latest.
19. CONFLICT OF INTERESTS
19.1. A Director shall, forthwith after becoming aware of the fact
that they are interested in a transaction entered into or to be entered into
by the Company, disclose the interest to all other Directors.
19.2. For the purposes of Regulation 19.1, a disclosure to all other
Directors to the effect that a Director is a member, Director or officer of
another named entity or has a fiduciary relationship with respect to the
entity or a named individual and is to be regarded as interested in any
transaction which may, after the date of the entry into the transaction or
disclosure of the interest, be entered into with that entity or individual, is
a sufficient disclosure of interest in relation to that transaction.
19.3. Subject to any rules or regulations of the London Stock
Exchange or any laws or regulations governing companies listed on the London
Stock Exchange, a Director who is interested in a transaction entered into or
to be entered into by the Company may:
(a) vote on a matter relating to the transaction;
(b) attend a meeting of Directors
at which a matter relating to the transaction arises and be included among the
Directors present at the meeting for the purposes of a quorum; and
25.3. Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying and posting a letter containing
notice, and shall be deemed to be received on the fifth Business Day following
the day on which the notice was posted. Where a notice is sent by fax or
email, notice shall be deemed to be effected by transmitting the email or fax
to the address or number provided by the intended recipient and service of the
notice shall be deemed to have been received on the same day that it was
transmitted.
26. VOLUNTARY LIQUIDATION
26.1. The Company may by a Resolution of Shareholders or by a
Resolution of Directors appoint a voluntary liquidator.
26.2. In the event the Company fails to consummate an Acquisition by
the Acquisition Deadline the Company intends to:
(a) cease all operations except for the purpose of winding
up;
(b) as promptly as reasonably possible but not more than 10
Trading Days thereafter, redeem the Class A Ordinary Shares, with the
per-share consideration expected to comprise $10.325 per Class A Ordinary
Share (representing the amount subscribed for by Class A Ordinary Shareholders
in the Offering together with Ordinary Shareholders' pro rata entitlement to
the Escrow Account Overfunding (expected to be $0.325 per Class A Ordinary
Share)) together with the Class A Ordinary Shareholders' pro rata entitlement
to interest accrued on the Escrow Account (if any), but excluding any interest
released from the Escrow Account with the approval of two-thirds of all Class
A Ordinary Shareholders entitled to vote thereon, and subject at all times to
the Escrow Account containing sufficient proceeds, which redemption will
completely extinguish Class A Ordinary Shareholders' rights as Shareholders
(including the right to receive further liquidating distributions, if any);
and
(c) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining Shareholders, liquidate
and dissolve the Company's assets and liabilities, subject in each case to the
Company's obligations under BVI law to provide for claims of creditors and the
requirements of other applicable law. In such case, the Class A Ordinary
Shareholders may receive only $10.325 per Class A Ordinary Share, or less than
$10.325 per Class A Ordinary Share, on the redemption of their Class A
Ordinary Shares, and the Warrants will expire worthless and any holder thereof
will no longer have any rights thereunder.
26.3. The balance of the Company's assets remaining after all
liabilities have been paid shall, if possible, be distributed to the holders
of Class A Ordinary Shares, for purposes hereof being considered to be Shares
of the same class, pro rata to the number of Shares held by each Shareholder.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCEAXFPEESLEEARecent news on ACG Acquisition
See all newsREG - ACG Acquisition Co. - Financial Results
AnnouncementREG - ACG Acquisition Co. - TR-1: Notification of Major Holdings
AnnouncementREG - ACG Acquisition Co. - TR-1: Notification of Major Holdings
AnnouncementREG - ACG Acquisition Co. - TR-1: Notification of Major Holdings
AnnouncementREG - ACG Acquisition Co. - TR-1: Notification of Major Holdings
Announcement