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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 andthe 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 to fund part of its operational expenses until the Extended Acquisition Deadline, subject to the Extension being approved | Affirmative vote of two-thirds of all Class A Ordinary Shares entitled to vote thereon | 2,650 | 9.37% of all Class A Ordinary Shares | Resolution not passed |
2. Extension of the Current Acquisition Deadline to the Extended Acquisition Deadline | Affirmative vote of a majority of all Shares that were present at the Extension EGM and voted | 3,197,869 | 100% | Resolution passed |
3. Adoption of the revised Memorandum and Articles of Association of the Company, in the form appended to Exhibit A of the Extension EGM Circular | Affirmative vote of two-thirds of all Shares that were present at the Extension EGM and voted | 3,197,869 | 100% | Resolution 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.