TIDMACG
RNS Number : 6346C
ACG Acquisition Company Limited
12 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES
LAWS. PLEASE SEE THE SECTION ENTITLED "IMPORTANT INFORMATION"
TOWARDS THE OF THIS ANNOUNCEMENT.
October 12, 2022
ACG Acquisition Company Limited
Admission to Trading and Total Voting Rights
Further to the announcement of October 7, 2022 relating to its
initial public offering on the London Stock Exchange (the
"Offering"), ACG Acquisition Company Limited (the "Company" or
"ACG") today announces that 12,500,000 Class A Ordinary Shares and
6,250,000 Warrants have been admitted to the standard listing
segment of the Official List of the Financial Conduct Authority
(the "FCA") and to trading on the London Stock Exchange under the
ticker symbols "ACG" and "ACGW" respectively.
Capitalised terms not otherwise defined in this announcement
shall have the meaning ascribed to them in the prospectus published
by the Company in connection with the Offering (the
"Prospectus").
In accordance with Chapter 5.6.1 of the FCA's Disclosure
Guidance and Transparency Rules (the "DTRs"), the Company's issued
voting share capital consists of 12,500,000 Class A Ordinary Shares
and 3,125,000 Class B Shares, as set forth in the Prospectus. The
Company does not hold any Class A Ordinary Shares or Class B Shares
in treasury. The total number of voting rights of the Company is
15,625,000 and this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to,
their interest in the shares under the DTRs.
For further information please contact:
Citigroup +44 20 7986 4000
Sole Global Coordinator and Bookrunner
Irackly Mtibelishvily / Paddy Evans / Matthew Kenney
Palatine acg@palatine-media.com
Communications Advisor
Conal Walsh / Andreas Grueter / Richard Seed / Kelsey
Traynor
About the Company
ACG Acquisition Company is a SPAC looking to benefit from
favourable price conditions for new economy metals and other mining
materials.
The Company's co-sponsors are (1) ACG Mining Limited, a BVI
business firm whose main shareholder is Artem Volynets, (2) De
Heerd Investments Limited, a Hong Kong-based asset manager with an
extensive track-record of global investments and (3) a trading
entity managed by Argentem Creek Partners LP, an emerging markets
specialist firm investing in special situations, private credit,
high yield, and trade finance.
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.
www.acgcorp.co
***IMPORTANT NOTICE***
This communication is not a prospectus but an advertisement for
purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority. Investors should not subscribe for any
transferable securities referred to in the advertisement, except on
the basis of information in the Prospectus; when approved and
published, this will be available on www.acgcorp.co.
This announcement is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Japan or the
United States or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
These materials are not an offer for sale of securities in the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, resold, pledged, delivered, assigned
or otherwise transferred, directly or indirectly, within the United
States except pursuant to an effective registration statement under
the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, in
each case in accordance with any applicable securities laws of any
state of the United States. There has been and will be no public
offering of the securities in the United States.
This announcement does not constitute an offer of securities to
the public in any member state of the European Economic Area (the
"EEA") (each a "Member State"), no action has been undertaken or
will be undertaken to make an offer to the public of Securities
requiring publication of a prospectus in any Member State. This
announcement is only addressed to and is only directed at persons
in Member States who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (such Regulation, together with any applicable
implementing measures in the relevant home Member State under such
Regulation, the "Prospectus Regulation"). This announcement and the
information contained herein must not be acted on or relied upon in
any Member State by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is only available to, and any invitation, offer or
agreement to purchase, subscribe or otherwise acquire the same will
be engaged in only with, Qualified Investors. For the purpose of
this paragraph, the expression "offer of securities to the public"
means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be
offered so as to enable the investor to decide to purchase or
subscribe for the Securities and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 and includes any
amendments and relevant delegated regulations thereto.
In the United Kingdom, this announcement is only addressed to
and directed at persons in the United Kingdom who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended, as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 (the "U.K.
Prospectus Regulation"). In addition, this announcement is being
distributed to, and is only directed at, qualified investors (i)
who have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO"), (ii) who
fall within Article 49(2)(a) to (d) of the FPO or (iii) to whom it
may otherwise lawfully be communicated (all such persons, together
with "qualified investors" within the meaning of Article 2(e) of
the U.K. Prospectus Regulation, being referred to as "Relevant
Persons"). This announcement and the information contained herein
must not be acted on or relied upon in the United Kingdom, by
persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the same will be engaged in only with, Relevant
Persons.
Securities of the Company have not been and will not be
registered under the applicable securities laws of Australia,
Canada or Japan and, subject to certain exceptions, may not be
offered or sold within Australia, Canada or Japan except under
circumstances which will result in the full compliance with the
applicable laws and regulations promulgated by the relevant
regulatory authorities in effect at the relevant time.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. Each of the Company and Citigroup Global
Markets Limited and their respective affiliates expressly disclaims
any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
Any subscription or purchase of securities in connection with
the Offering should be made solely on the basis of information
contained in the prospectus prepared by the Company in connection
with the Offering. The information in this announcement is subject
to change. Before subscribing for or purchasing any securities,
persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the
aforementioned prospectus if published. No reliance may be placed
for any purpose on the information contained in this announcement
or its accuracy or completeness. This announcement shall not form
the basis of or constitute any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for any securities nor shall it (or any part of it) or the fact of
its distribution, form the basis of, or be relied on in connection
with, any contract therefor. You should not base any financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested.
None of Citigroup Global Markets Limited or any of its
respective affiliates or any of its or its affiliates' directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company. Citigroup Global Markets
Limited is acting exclusively for the Company and no one else in
connection with the Offering and will not regard any other person
as its client in relation to the Offering and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Offering, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Citigroup Global Markets Limited is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the UK by the
Financial Conduct Authority ("FCA") and the PRA.
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 Group. 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 Group wishes to caution you that these statements
are only predictions and that actual events or results may and
often do differ materially. The Group 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 Group,
including, among others, general economic conditions, the
competitive environment, rapid technological and market change in
the industries the Group operates in, as well as many other risks
specifically related to the Group and its operations.
Forward-looking statements speak only as of the date they are
made.
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END
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October 12, 2022 05:01 ET (09:01 GMT)
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