TIDMACG
RNS Number : 8908Z
ACG Acquisition Company Limited
16 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
THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY
HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS
PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED
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 Result
Votes Received in Favour*
1. Release of Affirmative 2,650 9.37% of all Resolution
the Additional vote of two-thirds Class A Ordinary not passed
Interest from of all Class Shares
the Escrow Account A Ordinary
for use by ACG Shares entitled
to fund part to vote thereon
of its operational
expenses until
the Extended
Acquisition
Deadline, subject
to the Extension
being approved
--------------------- ---------------- ------------------ ------------
2. Extension
of the Current Affirmative
Acquisition vote of a majority
Deadline to of all Shares
the Extended that were present
Acquisition at the Extension Resolution
Deadline EGM and voted 3,197,869 100% passed
--------------------- ---------------- ------------------ ------------
3. Adoption
of the revised
Memorandum and
Articles of
Association
of the Company, Affirmative
in the form vote of two-thirds
appended to of all Shares
Exhibit A of that were present
the Extension at the Extension Resolution
EGM Circular EGM and voted 3,197,869 100% Passed
--------------------- ---------------- ------------------ ------------
* 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 .
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
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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END
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