REG - ACG Acquisition Co. - Results of EGM and the Redemption Elections

ACG AcquisitionAnnouncement

16/01/2024 15:45

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RNS Number : 8908Z  ACG Acquisition Company Limited  16 January 2024

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THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU NO. 596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

 

16 January 2024

 

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

Results of the Extension EGM and

the Redemption Elections

 

As announced in the Shareholders Circular and Notice of Extraordinary General
Meeting of Shareholders published by the Company on 8 January 2024
(the "Extension EGM Circular"), an extraordinary general meeting of ACG's
Shareholders was held at 10 a.m. today at the offices of Cleary Gottlieb Steen
& Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England
(the "Extension EGM").

 

Results of the Extension EGM

 

The Company announces that Resolution 1 that was put to the Class A Ordinary
Shareholders at the Extension EGM was not passed. As a result, the Additional
Interest will not be released for use by the Company as described in more
detail in the Extension EGM Circular. The Company is pleased to announce that
Resolution 2 and Resolution 3 put to the Shareholders at the Extension EGM
were duly passed, including the proposed Extension. As a result, subject to
the Company entering into binding agreements in respect of the Additional
Funding by, at the latest, 25 January 2024, the deadline by which an
Acquisition must be completed by ACG will be extended from the Current
Acquisition Deadline (i.e., 25 January 2024) to the Extended Acquisition
Deadline (i.e., 30 June 2024). The consequences of the approval of the
Extension are set out in more detail in the Extension EGM Circular.

 

The table below sets out the results of the votes cast at the Extension EGM.
Each Shareholder present (including in person or by proxy) was entitled to
cast one vote per Share held at the record date for the Extension EGM provided
in the Extension EGM Circular.

 

 Resolution                                                                    Required Majority                                                               Number of Votes Received  % Votes Received in Favour*           Result
 1. Release of the Additional Interest from the Escrow Account for use by ACG  Affirmative vote of two-thirds of all Class A Ordinary Shares entitled to vote  2,650                     9.37% of all Class A Ordinary Shares  Resolution not passed
 to fund part of its operational expenses until the Extended Acquisition       thereon
 Deadline, subject to the Extension being approved
 2. Extension of the Current Acquisition Deadline to the Extended Acquisition  Affirmative vote of a majority of all Shares that were present at the           3,197,869                 100%                                  Resolution passed
 Deadline                                                                      Extension EGM and voted
 3. Adoption of the revised Memorandum and Articles of Association of the      Affirmative vote of two-thirds of all Shares that were present at the           3,197,869                 100%                                  Resolution Passed
 Company, in the form appended to Exhibit A of the Extension EGM Circular      Extension EGM and voted

 

* Rounded to two decimal places.

 

At the record date for the Extension EGM, the total number of Class A Ordinary
Shares in issue was 28,268 and the total number of Class B Shares was
4,458,333, meaning that the total number of Shares in issue was 4,486,601,
none of which were held in treasury. Therefore, at the record date for the
Extension EGM, the total number of voting rights related to the Class A
Ordinary Shares was 28,268 votes and the total number of voting rights related
to the Class B Shares was 4,458,333 votes, meaning that the total number of
voting rights in the Company was 4,486,601 votes.

 

The Board will only effect the Extension and amendment to the Company's
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. In such case, the Company's Amended and Restated Memorandum and Articles
are expected to be filed on or about 25 January 2024 with the Register of
Companies in the British Virgin Islands, ACG's jurisdiction of incorporation,
and will enter into effect immediately thereafter. The Amended and Restated
Memorandum and Articles of the Company will then be made available on
www.acgcorp.co (http://www.acgcorp.co) .

 

Results of the Redemption Elections

 

As described in the Extension EGM Circular, the Company provided Class A
Ordinary Shareholders with the right to redeem their Class A Ordinary Shares
in connection with the Extension EGM. The number of Class A Ordinary Shares
redeemed by Class A Ordinary Shareholders is as follows:

 

 Class A Ordinary Shares redeemed      Class A Ordinary Shares not redeemed
 Amount             %*                 Amount               %*
 24,156             85.45              4,112                14.55

 

*Percentage of the total amount of outstanding Class A Ordinary Shares prior
to the publication of the Extension EGM Circular (i.e., 28,268 Class A
Ordinary Shares), rounded to two decimal places.

 

As further described in the Extension EGM Circular, Class A Ordinary
Shareholders who validly elected 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 these will be made by Link Market
Services Trustees Limited, acting as Depositary, by 8 February 2024 at the
latest.

 

All capitalized terms used but not defined in this announcement have the
meaning given to them in the Extension EGM Circular.

 

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
(http://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.

 

Inside information

 

This announcement contains inside information for the purposes of the market
abuse regulation (EU No. 596/2014), as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended.

 

Important notices

 

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase,
subscribe for, any securities.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities of the
Company have not or will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.

 

 

 

 

 

 

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