TIDMACG
RNS Number : 3514G
ACG Acquisition Company Limited
18 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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 IS NOT INTED TO CONSTITUTE, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO
BUY THE SECURITIES OF THE COMPANY (AS DEFINED BELOW) IN ANY
JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO
18 July 2023
ACG Acquisition Company Limited
(" ACG" or the " Company")
Update on Acquisition
BACKGROUND
On 12 June 2023, ACG announced that it had agreed the
acquisition (the "Acquisition") of the Atlantic Nickel nickel
sulphide mine in Santa Rita and the Mineraçao Vale Verde copper
mine in Serrote, both in Brazil, from funds advised by Appian
Capital Advisory LLP ("Appian").
On 30 June 2023, ACG announced the publication of a prospectus
(the "Prospectus") which had been approved by the U.K. Financial
Conduct Authority ("FCA") in relation to an equity offering (the
"Placing") to be conducted by ACG to fund the balance of the
Acquisition consideration, the repayment of certain debt
obligations and certain transaction costs arising from the
Acquisition, and the proposed readmission of the enlarged entity to
the Official List of the FCA and to trading on London Stock
Exchange plc's Main Market.
On 30 June 2023, ACG also announced the publication of a
circular (the "Circular") and a notice of extraordinary general
meeting of its shareholders ("EGM Notice") convening a meeting of
the shareholders of ACG (the "Acquisition EGM") for the purpose of
considering and voting on the adoption of certain resolutions,
including, but not limited to, the approval of the Acquisition.
The Prospectus, the EGM Notice and the Circular are available on
the Company's website at www.acgcorp.co , subject to certain access
restrictions. Capitalised terms not otherwise defined in this
announcement have the meaning set forth in the Prospectus.
UPDATE on Acquisition
The ACG Management team has been encouraged by strong engagement
with its equity story during roadshow meetings conducted to date.
Based on those meetings, ACG is discussing potential improvements
to the transaction structure with its Anchor Investors and
Appian.
While those discussions are ongoing, ACG has decided to pause
the book building process for the Placing for a short period of
time and to reschedule the Acquisition EGM to a later date in July
2023.
The scheduled date for the completion of the Acquisition and
settlement of the Placing remains 4 August 2023.
An updated Acquisition timeline will be published by ACG in the
near future, including a new date for the Acquisition EGM and
related matters, as well as the extended cut-off date for
redemptions by existing holders of Class A Ordinary Shares.
About ACG
ACG is a company with a vision to consolidate the critical
metals industry. Through a series of roll-up acquisitions, ACG
intends to become a premier supplier of critical metals to the
western OEM supply chain, with best-in-class ESG and carbon
footprint characteristics. On 12 October 2022, ACG successfully
raised proceeds of approximately $125 million in its initial public
offering, and listed on the London Stock Exchange (symbols: ACG and
ACGW).
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) Argentem Creek
Partners LP, an emerging markets specialist firm investing in
special situations, private credit, high yield, and trade
finance.
For further information please visit:
www.acgcorp.co
Contacts for ACG
Palatine Communications - Communications Advisor
Conal Walsh / Andreas Grueter / Kelsey Traynor / Richard
Seed
acg@palatine-media.com
DISCLAIMER
This communication is an advertisement for the purposes of the
U.K. Prospectus Regulation (as defined below) and underlying
legislation. It is not a prospectus. The Prospectus relating to the
Placing and the Acquisition has been approved by the FCA and has
been published by the Company and is available on the Company's
website at www.acgcorp.co , subject to certain access
restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa 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, to persons reasonably believed to be qualified
institutional buyers ("QIBs") in reliance on Rule 144A of the
Securities Act or another 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. Securities will
also be offered and sold outside of the United States in offshore
transactions in compliance with Regulation S under the Securities
Act.
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 of the European Economic Area (each
a " 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.
Except in respect of the Retail Offer (as defined in the
Prospectus and as to which see below), 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. 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 to the securities.
The Retail Offer is being made only to retail investors resident
and physically located in the United Kingdom. It is not being made
into Australia, Canada, Japan, the Republic of South Africa, the
United States, any member state of the European Economic Area or
any other jurisdiction.
Securities of the Company have not been and will not be
registered under the applicable securities laws of Australia,
Canada, Japan of the Republic of South Africa and, subject to
certain exceptions, may not be offered or sold within Australia,
Canada, Japan or the Republic of South Africa 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.
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 ACG and the Enlarged
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. ACG wishes to caution you that these
statements are only predictions and that actual events or results
may and often do differ materially. ACG 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 ACG ' 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 ACG, 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's
expectations around the performance of the target assets, ACG's
success in retaining or recruiting, or changes required in, ACG's
officers, key employees or directors following the contemplated
acquisition, ACG's officers and directors allocating their time to
other businesses and potentially having conflicts of interest with
the Company's business or in approving the contemplated
acquisition, ACG's public securities' potential liquidity and
trading, the lack of a market for ACG's securities, 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.
END
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END
MSCRPMATMTIBMFJ
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