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| Date | 12 Oct 2023 |
| Time | 07:00:12 |
| Category | Corporate updates |
| ID | 9105P |
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 AMENDED
12 October 2023
Update on the Company
Further to its announcement on 28 September 2023, ACG announces today that, pursuant to its Memorandum and Articles, it intends to cease all operations except for the purpose of winding up in accordance with the laws of the British Virgin Islands, ACG's jurisdiction of incorporation. Accordingly, Public Shareholders who hold Class A Ordinary Shares as at 8:00 a.m. (UK time) on 18 October 2023 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 and the Company intends that such payment be made by no later than 26 October 2023, all in accordance with Regulation 26 of ACG's Memorandum and Articles. Upon completion of a liquidation of ACG, the Warrants will expire worthless and holders will no longer have any rights thereunder.
Notwithstanding the above, the Company is currently in discussions with the Co-Sponsors and certain IPO Institutional Investors regarding a potential extension of the Company's operations. No assurance can be given that an agreement for such extension will be reached by ACG, the Co-Sponsors and the IPO Institutional Investors. If agreed, any such extension would be effected through an amendment to the Memorandum and Articles of ACG to be voted on by its Shareholders. Upon approval of any such amendment, Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares in exchange for the amounts they are entitled to receive under ACG's Memorandum and Articles.
Further announcements will be made in due course.
Capitalised terms used in this announcement have the meaning set forth in the prospectus relating to the Acquisition approved by the U.K. Financial Conduct Authority and published by ACG on 30 June 2023.
- ENDS -
The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.
For further information please contact:
Palatine [email protected]
Communications Advisor
Conal Walsh / Andreas Grueter / Richard Seed / Kelsey Traynor
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
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 the target assets, ACG's ability to successfully or timely complete the contemplated acquisition, ACG's and Appian Capital's expectations around the performance of the target assets, ACG's potential ability to obtain additional financing to complete the contemplated acquisition and the financial performance of the enlarged group that would result from the potential completion of the contemplated acquisition. Forward-looking statements speak only as of the date they are made.
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.
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.