THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
Copies of this document are being sent to shareholders of ACG. If you have sold or otherwise transferred all of your shares in ACG Acquisition Company Limited please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your holding of shares in ACG Acquisition Company Limited you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in ACG Acquisition Company Limited.
 |
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
Extension of Acquisition Deadline
Release of Portion of Interest from Escrow Account Amendment of Memorandum and Articles of Association
Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders
 |
Notice of the Extension EGM to be held at 10 a.m. (London time) at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 16 January 2024 is set out at the end of this document.
A Form of Proxy for use at the Extension EGM by holders of Class B Shares accompanies this document and, to be valid, must be completed and returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England. The Form of Proxy must be returned as soon as possible but in any event to be received not later than 10 a.m. London time on 12 January 2024 or 48 hours before any adjourned meeting. A Form of Direction for use at the Extension EGM by holders of depositary interests accompanies this document and, to be valid, must be completed and returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as possible but in any event to be received not later than 10 a.m. London time on 11 January 2024 or 72 hours before any adjourned meeting. The return of one or more completed Forms of Proxy or Forms of Direction will not prevent you from attending the Extension EGM and voting in person if you wish to do so (and are so entitled).
A summary of the action to be taken by the shareholders of ACG is included in "Action to be taken by shareholders" in the Letter from the Chief Executive Officer and Acting Chairman on page 13 of this document and in the notes to the Notice of the Extension EGM on pages 18 to 21 of this document. This circular and all its accompanying materials are available on the Company's website (https://www.acgcorp.co/).
1
TABLE OF CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS................................................................. 3
DEFINITIONS............................................................................................................................ 4
LETTER FROM THE CHIEF EXECUTIVE OFFICER AND ACTING CHAIRMAN.................. 5
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS..................... 15
FORM OF PROXY.................................................................................................................... 17
FORM OF DIRECTION............................................................................................................. 20
EXHIBIT A: PROPOSED CHANGES TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.................................................................................................................................................. 23
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date(London time)
Publication of this document 8 January 2024
Commencement of redemption period 9 January 2024
Record date for the Extension EGM 5 p.m. on 10 January 2024
Deadline for submitting form of directions 10 a.m. on 11 January 2024
Deadline for submitting form of proxies 10 a.m. on 12 January 2024
Redemption deadline for existing ACG shareholders 1 p.m. on 12 January 2024
Extension EGM 10 a.m. on 16 January 2024
Current Acquisition Deadline 25 January 2024
Redemption payment date By no later than 8 February 2024 Extended Acquisition Deadline, if approved 30 June 2024
The dates and times above (all of which are London time) are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the shareholders, by way of a press release published on the Company's website (https://www.acgcorp.co/).
DEFINITIONS
Defined terms used in this document shall have the meaning ascribed to them in the Prospectus or as follows, unless the context otherwise requires:
"Amended and Restated the revised Memorandum and Articles of Association of the Memorandum and Articles of Company, modified as shown in Exhibit A hereto and Association" available on the Company's website (https://www.acgcorp.co/).
"Act" the BVI Business Companies Act 2004, as amended from time to time, and includes the BVI Business Companies Regulations 2012 and any other regulations made under the Act
"Acquisition" has the meaning ascribed to it in the Memorandum and Articles of Association
"Company"or "ACG" ACG Acquisition Company Limited
"Current Acquisition Deadline" 25 January 2024
"Directors"or the "Board" the directors of ACG at the date of this document
"Extended Acquisition Deadline" 30 June 2024
"Extension" the extension of the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association from the Current Acquisition Deadline to the Extended Acquisition Deadline
"Extension EGM" the extraordinary general meeting of Shareholders of ACG at the
offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England, to be convened on the date hereof, notice of which is set out at page 15 of this document, and any adjournment of that meeting
"Form of Direction" the form of direction for use by holders of depositary interests in
Class A Ordinary Shares in connection with the Extension EGM
"Form of Proxy" the form of proxy for use by holders of Class B Shares in connection with the Extension EGM
"IPO Prospectus" the initial public offering prospectus published by the Company
on 7 October 2022.
"Memorandum and Articles the Memorandum and Articles of Association of the Company,
of Association" as amended and restated on 25 October 2023 and in effect as of the date hereof
"Notice" the notice of the Extension EGM set out at page 15 of this document
"Prospectus" the prospectus prepared by the Company in connection with the Acquisition and Re-Admission, as approved by the FCA on 30 June 2023 and available on the Company's website (https://www.acgcorp.co/)
"Public Shareholders" means Class A Ordinary Shareholders who are not the Co-
Sponsors, the Directors or the Advisor and the Founding Shareholders (each as defined in the Chapter 5.6.18 of the Listing Rules of the U.K. Financial Conduct Authority). Public Shareholders includes each of the Cornerstone Investor or the Anchor Investors (together, the "Institutional Investors" as defined in the IPO Prospectus).
"Resolutions" the resolutions set out in the Notice to be proposed at the Extension EGM
"Shares" means the Class A Ordinary Shares and the Class B Shares together
LETTER FROM THE CHIEF EXECUTIVE OFFICER AND ACTING CHAIRMAN
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
Directors: Registered Office:
Artem Volynets (Chief Executive officer and Acting Chairman) Craigmuir Chambers Fiona Paulus (Senior Independent Non-Executive Director) P.O. Box 71
Warren Gilman (Independent Non-Executive Director) Road Town Hendrik Johannes Faul (Independent Non-Executive Director) Tortola, VG 1110 Mark Cutis (Independent Non-Executive Director) British Virgin Islands
8 January 2024
Dear Shareholders,
1. Introduction
ACG Acquisition Company Limited is a special purpose acquisition company ("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.
Today, the Company announced that it is seeking shareholder approval to extend the deadline by which an Acquisition must be completed from 25 January 2024 (the "Current Acquisition Deadline") to 30 June 2024 (the "Extended Acquisition Deadline" and, such proposed extension, the "Extension").
Pursuant to the Memorandum and Articles of Association of the Company, the Extension requires the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at a general meeting where such resolution is voted on. The Company considers that the extension beyond the deadline currently specified in the Memorandum and Articles of Association is appropriate in the circumstances, giving Shareholders the option of participating in a potential future Acquisition through the Company.
For this reason, and as further described in this letter, on behalf of the Company, we are pleased to invite you to the Extension EGM which is to be held on 16 January 2024 at 10 a.m. (London time) at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England and to provide you with this circular.
Set out on page 15 of this document you will find a Notice convening the Extension EGM and all the Resolutions to be submitted for shareholder consideration therein. This letter sets out the background to and the reasons for these Resolutions. These should be considered together with the Prospectus and the other documents circulated with the Notice. Shareholders are advised to read all documents carefully. Shareholders should note in particular that the Prospectus contains information which is relevant to the resolutions being considered at the Extension EGM and that this circular has not attempted to restate such information.
After careful consideration, the Board considers the Extension and the corresponding Resolutions submitted for shareholder consideration to be in the best interests of the Company and its stakeholders, including its shareholders, for the reasons set out below.
2. The Extension of the Acquisition Deadline
Background
Concurrent with its initial public offering, the Company adopted an acquisition strategy to evaluate opportunities in the metals and mining sector globally (excluding Russia), with a particular focus on emerging markets.
At the extraordinary general meeting of the Company held on 25 October 2023, the Shareholders approved the extension (the "First Extension") of the deadline by which the Company must complete an acquisition to 25 January 2024 (the "Current Acquisition Deadline"). In connection with the First Extension, 12,471,732 Class A Ordinary Shares were redeemed (the "Redeemed Shares") and, as of the date hereof, 28,268 Class A Ordinary Shares remain outstanding. Following the First Extension, the Company has continued to work diligently on identifying suitable targets for a potential acquisition. Discussions with respect to several potential targets are ongoing at various stages, although no binding agreements have been entered into as of the date hereof. In respect of one such opportunity, the Company has signed a non-binding term sheet for the acquisition of a controlling stake in an operating mine in the EMEA region with an estimated copper equivalent production of 20-25 ktpa. The acquisition would require funding on the order of $200 million through a combination of debt and equity financing. At this stage, there can be no certainty that a binding agreement in respect of this opportunity will be reached nor as to the terms of any potential financing.
Reasons for the Extension; Additional Funding; Release of Portion of Interest from Escrow Account
In order to allow the Company sufficient time to complete an Acquisition, it is seeking an extension of the Current Acquisition Deadline to the Extended Acquisition Deadline (i.e., 30 June 2024).
While the overall market backdrop for SPACs and public equity offerings more generally is still challenging, the Board however remains positive on the prospect of successfully executing an Acquisition.
The Company is in discussions with its Co-Sponsors and other investors about providing additional funding, including in the form of loans on normal market terms, to allow the Company to continue to work on identifying suitable targets and entering into an acquisition agreement in the ordinary course of its business until the Extended Acquisition Deadline (the "Additional Funding"). If approved by the Shareholders, the Board will only effect the Extension and amendment to the 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. Notwithstanding the foregoing, the Board can however not guarantee that, if the Extension is approved, an Acquisition will take place prior to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension (as defined below).
The Company is also requesting that, subject to the Extension being approved, an amount equal to
$491,856.59 be released from the Escrow Account (the "Additional Interest") for use by the Company to fund part of its operational expenses until the Extended Acquisition Deadline. The Additional Interest represents interest which was received, or otherwise accrued until the redemption payment date, on the funds in the Escrow Account in respect of the Redeemed Shares following the date as of which the redemption price was calculated for such Redeemed Shares pursuant to the Company's Memorandum and Articles of Association (being the amount then on deposit in the Escrow Account as of two business days prior to 12 October 2023). Such release requires the affirmative vote of two-thirds of the votes of all Class A Ordinary Shareholders entitled to vote thereon (the "Interest Release Resolution"). The Extension is not contingent upon the approval of the Interest Release Resolution.
Accordingly, the Company is convening an extraordinary general meeting to be held at 10:00 a.m. on 16 January 2024 to consider, and if thought fit, approve the Extension by way of a Resolution of Shareholders (as defined in the Memorandum and Articles of Association), which requires the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at a
general meeting where such resolution is voted on. Shareholders are not being asked to approve any Acquisition.
The Co-Sponsors, their shareholders and affiliates thereof (the "Co-Sponsors Group") have also agreed to vote all Class B Shares held by them in favour of the Resolutions in respect of which holders of Class B Shares are entitled to vote at the Extension EGM, including to approve the Extension. The Co-Sponsors Group holds 72.7% of the Shares entitled to vote on the Extension at the Extension EGM. As such, assuming all such Class B Shares are voted in favour of the Extension at the Extension EGM, it will be approved.
3. Exercise of Redemption Rights
No Automatic Redemption if Extension is Approved and Right to Redeem Class A Ordinary Shares for Public Shareholders
The Company's Memorandum and Articles of Association provide that, absent an extension, in the event the Company fails to consummate an Acquisition by the Current Acquisition Deadline (i.e., 25 January 2024), Public Shareholders 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, but by no later than 8 February 2024.
However, the Company is now convening an extraordinary general meeting for Shareholders to consider and, if thought fit, approve, the Extension by way of a Resolution of Shareholders, which requires the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at a general meeting where such resolution is voted on. Accordingly, to allow Public Shareholders that so wish to keep their Class A Ordinary Shares for the duration of the Extension (see Section 4 below for a description of the consequences of the approval of the Extension), the Company shall not automatically redeem public Class A Ordinary Shares, but provide instead to Public Shareholders the right to redeem their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the Current Extension Deadline (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares. The gross redemption price of a Class A Ordinary Share is expected to be $10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest accrued on the Escrow Account as reduced by any taxes paid or payable. The amount held in the Escrow Account earns interest at a rate equal to the Secured Overnight Financing Rate less 5 basis points. The amount on deposit on the Escrow Account as of 29 December 2023 was equal to $806,051.59.
The gross redemption price of any Class A Ordinary Share redeemed in connection with the Extension will not be affected by the outcome of the vote to be held at the Extension EGM on the Interest Release Resolution.
In the event that the Extension is not approved at the Extension EGM, the automatic redemption process described in the first paragraph above will complete, in accordance with Regulation 26 of the Memorandum and Articles of Association.
Submitting Class A Ordinary Shares for Redemption
Redemption elections can be made through the UK's Certificateless Registry for Electronic Share Transfer ("CREST") from 9 January 2024 for holders of depositary interests representing Class A Ordinary Shares. Class A Ordinary Shareholders wishing to participate in the redemption should contact their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares to access CREST. Redemptions cannot be submitted through means other than CREST. Full election instruction details will be provided directly within the CREST GUI Corporate Action event details under ISIN VGG0056A1030.
If a Class A Ordinary Shareholder wishes to redeem all or a portion of their depositary interests in Class A Ordinary Shares (a "Redeeming Shareholder"), they are required to submit their redemption election electronically through CREST by 1:00 pm London time at the latest on 12 January 2024 (the "Election Cut-off Time"). Redeeming Shareholders should instruct their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares in time for these to be tendered through CREST before the Election Cut-off Time. Please note that brokers, banks or other institutions through which depositary interests in Class A Ordinary Shares are held will establish their own cut-off dates and times for the tender of such securities, which may be earlier than the Election Cut-off Time. Redeeming Shareholders should check with their broker, bank or other institution to determine the appropriate procedures. Class A Ordinary Shareholders who validly elect 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 such will be made by Link Market Services Trustees Limited, acting as Depositary by 8 February 2024 at the latest. The final redemption price per Class A Ordinary Shareholders will be confirmed prior to payment within CREST.
If a holder of Class A Ordinary Shares does not wish to redeem any of their Class A Ordinary Shares, they do not need to submit a redemption election through CREST or take any other action. The redemption of the Class A Ordinary Shares held by a Public Shareholder does not trigger the repurchase or redemption of any Warrants held by such Public Shareholder. Accordingly, Public Shareholders whose Class A Ordinary Shares are redeemed by the Company will retain all rights to any public Warrants that they may hold at the time of such redemption.
Withdrawal of elections to redeem
Any Redeeming Shareholder that has validly submitted their depositary interests in Class A Ordinary Shares for redemption through CREST may, prior to the Election Cut-off Time, notify the Depositary by email at the following address - shareholderenquiries@linkgroup.co.uk - that it wishes to withdraw such submission.
4. No Additional Co-Sponsor Funding of Escrow Account
There will be no additional funding of the Escrow Account by the Co-Sponsors should the Extension be approved.
5. Consequences of Approving the Resolutions
Release of the Additional Interest from the Escrow Account
If the Interest Release Resolution is approved by the affirmative vote of two-thirds of the votes of all Class A Ordinary Shares entitled to vote thereon, the Class A Ordinary Shareholders will not be entitled to their pro rata share of the Additional Interest in the event that they exercise their redemption rights in connection with any redemption of Class A Ordinary Shares or liquidation of ACG which takes place subsequent to the effective date of the Extension.
Extension of Acquisition Deadline and Process in Case of Acquisition
If the Extension is approved, the Memorandum and Articles of Association will require the Company to complete an Acquisition by the Extended Acquisition Deadline (i.e., 30 June 2024). There can be no assurance that the Company will be able to agree relevant terms of an Acquisition before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
Should the Company agree on suitable terms for its Acquisition, the Company shall, prior to the completion of an Acquisition, and in accordance with the revised Memorandum and Articles of Association, modified as shown in Exhibit A hereto (the "Amended and Restated Memorandum and Articles of Association"):
· obtain the approval of the Public Shareholders for such Acquisition; and
· provide any remaining holders of Class A Ordinary Shares with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of an Acquisition at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the consummation of an Acquisition, divided by the number of then issued and outstanding Class A Ordinary Shares.
The Amended and Restated Memorandum and Articles of Association also provide that, in the event the Company does not complete an Acquisition by the Extended Acquisition Deadline, it may request Shareholders to approve a further extension of the deadline by which the Company must complete an Acquisition (a "Further Extension"). To pass such a resolution to approve a Further Extension would also require the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at a general meeting where such resolution is voted on. In the event the Company does not complete an Acquisition by the Extended Acquisition Deadline and no Further Extension is approved, the Company will cease all operations, except for the purpose of winding-up, following a procedure equivalent to the description included in Section 6 below and in accordance with the Amended and Restated Memorandum and Articles of Association.
Possible dilutive effect on Public Shareholders in the event of exercise of redemption rights
If the Extension is approved and some Public Shareholders exercise their rights of redemption in respect of their Class A Ordinary Shares, the Company shall be required to return a proportion of the funds standing to their credit of the Escrow Account and to redeem the relevant Class A Ordinary Shares. This will result in the overall number of Class A Ordinary Shares outstanding being further reduced while the number of Warrants will remain unchanged. The remaining Public Shareholders may therefore face increased dilution of their interests, mainly as a result of the increased proportion of outstanding Warrants relative to the number of outstanding Class A Ordinary Shares remaining following the exercise of redemptions by Public Shareholders.
Availability of funds to complete an Acquisition
In the event that there is a significant exercise of redemption rights, the Company shall also have less funds available in the Escrow Account to fund any Acquisition and will in any case need to raise additional third party finance at the time of any Acquisition to meet its financing requirements, to pay any cash consideration if required, and to satisfy any minimum cash balance condition imposed as part of any Acquisition.
If the Company has insufficient funds available, the Company may be required to seek additional financing by issuing new equity or debt securities or securing debt financing. There can be no assurance that the Co-Sponsors Group will continue to fund the Company through completion of any Acquisition. In addition, the Company may not receive sufficient support from its existing Shareholders to raise additional equity, and lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all.
Furthermore, raising third party financing, including the Additional Funding, may involve dilutive equity issuances (which the Company is able to do without requiring the prior approval of holders of its Shares) or the incurrence of indebtedness at higher than desirable levels.
Possible dilutive effect on Public Shareholders in the event of issue of additional Class A Ordinary Shares
It is likely that the Company will decide that there is a need to raise additional third party finance at the time of any Acquisition. In that event, the Company may issue a substantial number of additional Class A Ordinary Shares to complete its Acquisition, including via a private investment in a public entity.
Such issuance of additional Class A Ordinary Shares:
· may significantly dilute the equity interest of existing Public Shareholders;
· could cause a change in control if a substantial number of Class A Ordinary Shares are issued, which could, among other things, result in the resignation or removal of the Company's present directors; and
· may adversely affect prevailing market prices for the Class A Ordinary Shares and/or Warrants.
Ability to Complete an Acquisition Before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension
While the Company would have until the Extended Acquisition Deadline to implement an Acquisition, there can be no assurance that the Company will be able to agree relevant terms of an Acquisition before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
Failure to reach an agreement on acceptable terms for an Acquisition could result from factors including (but not limited to) a lack of suitable target companies, absence of available funding on acceptable terms or at all, inability to raise capital, and increased competition for such target companies. Such competition may for example come from strategic buyers, sovereign wealth funds, other SPACs, and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions and business combinations. A number of these competitors may possess greater technical, financial, human and other resources than the Company and may be able to facilitate a more expedited acquisition process. Furthermore, some potential target companies have already entered into business combinations, and the Company believes that there are many SPACs seeking target companies for, and that may in the future undertake initial public offers in order to seek target companies for, business combinations. As a result, fewer attractive target companies may be available at any point prior to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate target companies post-business combination, thereby increasing competition. This could increase the cost of, or otherwise complicate or frustrate the Company's ability to find and consummate an Acquisition.
Any of these or other factors may place the Company at a competitive disadvantage in successfully negotiating or completing an attractive Acquisition. There cannot be any assurance that the Company will be successful against such competition and will be able to complete an Acquisition by the Extended Acquisition Deadline. This competition may result in a potential target company seeking a different buyer even after having spent considerable time negotiating with the Company, or may require a competitive bidding process in which the Company may ultimately not succeed.
Furthermore, even if a definitive agreement is reached in respect of a target company, the Company may fail to complete such Acquisition, because shareholders of that target company do not approve the transaction, a required regulatory condition is not obtained, the Company does not have funding available or it is not able to raise capital on favorable terms or at all, other conditions precedent for completion for an Acquisition are not fulfilled, or for reasons beyond its control, such as material adverse changes in economic and market conditions.
In such circumstances, the Company will not be able to complete an Acquisition by the Extended Acquisition Deadline and, absent a Further Extension, will need to cease operations and return any remaining funds in the Escrow Account to Public Shareholders in the manner described in the Amended and Restated Memorandum and Articles of Association. There is no assurance that the Company will be able to complete an Acquisition by the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
The Company's negotiating position in light of the requirement to complete an Acquisition by the Extended Acquisition Deadline or such later date approved by its shareholders in case of a Further Extension
Any potential target company with which the Company enters into negotiations concerning an
Acquisition will most likely be aware that the Company must complete its Acquisition by the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. Consequently, such target company may obtain leverage over the Company in negotiating its Acquisition, knowing that if the Company does not complete its Acquisition with that particular target company, it may be unable to complete an Acquisition with any target company.
As a result, the Company might at such time enter into an Acquisition on terms that are not as favourable to the Company and the Shareholders as they could be under different circumstances. This risk will increase as the Company gets closer to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. In addition, the Company may have limited time or resources to conduct due diligence and, as a consequence, such due diligence may not reveal all relevant considerations or liabilities of a target business and the Company may enter into its Acquisition on terms that it would have rejected upon a more comprehensive investigation.
Following any redemption by Public Shareholders of their Class A Ordinary Shares, the Company may no longer have sufficient shares held in public hands for purposes of complying with the Listing Rules and, as a result, any remaining Class A Ordinary Shares may be suspended or cancelled from listing; the listing of the Company's Class A Ordinary Shares and Warrants may be suspended upon the announcement of an Acquisition. Any such suspension or cancellation will significantly reduce liquidity in the Class A Ordinary Shares and/or the Warrants, potentially for a significant period of time or definitively, and may adversely affect the price at which a holder can sell them.
Pursuant to Listing Rule 5.2.1R, the FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. Examples of circumstances where the FCA may cancel the listing of securities where it appears to the FCA that the issuer no longer satisfies its continuing obligations for listing include, under Listing Rule 5.2.2G(2), where the percentage of shares in public hands falls below 10% (the FCA may however allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors). For these purposes, shares are not held in public hands if they are, inter alia, held directly or indirectly by a director or persons connected with a director or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class or are subject to restrictions on transfer of more than 180 days.
The Company currently has outstanding a small number of Class A Ordinary Shares held by only a small number of Public Shareholders. Any further redemptions by Public Shareholders of their Class A Ordinary Shares will result in the overall number of Class A Ordinary Shares outstanding being further reduced. The Co-Sponsors Group has agreed to convert any or all of their Class B Shares into Class A Ordinary Shares at the Company's request. Nevertheless, it cannot be excluded that the number of Class A Ordinary Shares in issue and held in public hands will be reduced as a result of secondary market trading or following settlement of redemptions such that either: (i) the percentage of Ordinary Shares in public hands falls below 10% (meaning the Company would no longer comply with Listing Rule 14.2.2R); or (ii) the number of Ordinary Shares will not facilitate the smooth operation of the market. In each case, although the FCA may permit the Company a reasonable time to restore the percentage of shares held in public hands, the FCA may cancel the listing of the Class A Ordinary Shares.
In addition, the Company expects that there will be a presumption that suspension of listing of the Class A Ordinary Shares and Warrants is required upon an Acquisition announcement, unless the Company can provide evidence to the FCA that it meets the requirements under Listing Rule 5.6.8G(1) that there is sufficient publicly available information about the proposed transaction. In such circumstances, if information regarding an Acquisition were to leak to the market, or the Board considered that there were good reasons for announcing the transaction at a time when it was unable to provide the market with sufficient information regarding the impact of an Acquisition on its financial position, the Class A Ordinary Shares and Warrants may be suspended from listing. Any such suspension would be likely to continue until sufficient financial information on an Acquisition was made public. Depending on the nature of the transaction (or proposed transaction) and the stage at which it is leaked or announced, it may take a substantial period of time to compile the relevant information, particularly where the target business does not have financial or other information readily available which is comparable with the
information a listed company would be expected to provide under the UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules (for example, where the target business is not itself already subject to a public disclosure regime), and the period during which the Class A Ordinary Shares and Warrants would be suspended may therefore be significant.
Any such suspension or cancellation will significantly reduce liquidity in any remaining Class A Ordinary Shares and/or the Warrants, potentially for a significant period of time, and may adversely affect the price at which a holder can sell them.
6. Consequences of Not Approving the Extension
In the event that the Extension is not approved by Shareholders, the Memorandum and Articles of Association and, in turn, the date by which the Company must complete an Acquisition (i.e., 25 January 2024) will remain unchanged. Accordingly, in such situation, the Company will:
· continue ceasing all operations and intends to complete its winding up;
· as promptly as reasonably possible and by 8 February 2024 at the latest, automatically redeem the Class A Ordinary Shares held by Public Shareholders, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account which, for the avoidance of doubt, will comprise the Additional Interest (less taxes payable and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Class A Ordinary Shares held by Public Shareholders, which redemption will completely extinguish Public Shareholders' rights as Shareholders (including the right to receive further liquidation distributions (if any)); and
· as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Shareholders, liquidate and dissolve the Company's assets and liabilities, subject in each case to the Company's obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. In such case, the Warrants will expire worthless and any holder thereof will no longer have any rights thereunder.
In such circumstances, there can be no assurance as to the particular amount or value of the remaining assets at any such future time either as a result of costs from the unsuccessful Acquisition or from other factors, including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and dissolution process, applicable tax liabilities or amounts due to third-party creditors.
7. The Resolutions
In order to effect an Acquisition, the Company is tabling Resolutions relating to the following matters for consideration by its Shareholders:
(i) the proposed release of the Additional Interest from the Escrow Account for use by the Company to fund part of its operational expenses until 30 June 2024, subject to the Extension being approved. To pass such resolution requires the affirmative vote of two-thirds of the votes of all Class A Ordinary Shares entitled to vote thereon;
(ii) the proposed Extension of the Current Acquisition Deadline (i.e., 25 January 2024) to the Extended Acquisition Deadline (i.e., 30 June 2024). To pass such resolution requires the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at the Extension EGM and vote; and
(iii) the proposed adoption of revised Memorandum and Articles of Association of the Company, reflecting the changes shown in Exhibit A hereto. To pass such resolution requires the affirmative vote of two-thirds of the votes of the Shares entitled to vote thereon which are present at the Extension EGM and vote.
8. Action to be taken by Shareholders
Form of Proxy
A Form of Proxy for use at the Extension EGM by holders of Class B Shares is enclosed with this document. The Form of Proxy must be returned to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as possible but, in any event, so as to arrive no later than 10
a.m. (London time) on 12 January 2024 or 48 hours before any adjourned meeting.
The completion and return of a Form of Proxy will not preclude you from attending the Extension EGM and voting in person should you wish to do so, and should be done in accordance with the instructions contained in the notes to the Notice of the Extension EGM, as set out on page 15 of this document, and in the notes to the Form of Proxy.
Unless otherwise indicated on the Form of Proxy, the proxy will vote as they think fit or, at their discretion withhold from voting.
CREST voting and Form of Direction
In the case of holders of depository interests representing Class A Ordinary Shares in dematerialised form, an electronic instruction may be submitted through the CREST system in order to instruct Link Market Services Trustees Limited, the Depository, to vote on the holder's behalf at the Extension EGM by proxy or, if the meeting is adjourned, at the adjourned meeting. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take appropriate action on your behalf. Instructions can be submitted via the CREST system to be received by the issuer's agent, Link Group (ID:RA10) by 10 a.m. (London time) on 11 January 2024.
Alternatively, holders of depositary interests should complete the enclosed Form of Direction in accordance with the instructions printed thereon to direct Link Market Services Trustees Limited as the custodian of their shares how to exercise their votes. Any holder of depository interest who wishes to attend the Extension EGM must contact the Depositary at Link Market Services Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk in order to request a Letter of Representation no later than 10 a.m. on 11 January 2024. If any holder of depositary interests attends the Extension EGM without a letter of representation they will only be allowed to enter the Extension EGM as a guest and will not be allowed to vote. To be valid, the Form of Direction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Custodian at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England so as to be received no later than 10 a.m. (London time) on 11 January 2024 or 72 hours before any adjourned meeting.
In signing and returning the Form of Direction or otherwise submitting an electronic voting instruction through the CREST system, you will be representing that you are either: (a) outside the United States, or (b) a qualified institutional buyer (within the meaning given by Rule 144A under the US Securities Act of 1933). By continuing to hold their depositary interests following the date of the Notice, holders of depositary interests acknowledge and agree to be bound by the transfer restrictions set forth in the section headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandis with respect to such depositary interests).
9. Board Recommendation
The Board unanimously considers the approval of all Resolutions to be in the best interests of the Company. Accordingly, the Board recommends that Shareholders vote in favour of all the Resolutions set out in the Notice of the Extension EGM. The Board will only effect the Extension and amendment to the 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. The Extension is not contingent upon the approval of the Interest Release Resolution.
Your sincerely, Artem Volynets,
Chief Executive Officer and Acting Chairman
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT a meeting of the shareholders of the Company will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 16 January 2024 at 10 a .m. (London time) for the purposes of considering and, if thought fit, approving the following resolutions:
Resolution 1
THAT the Additional Interest be released from the Escrow Account for use by the Company to fund part of its operational expenses until 30 June 2024, subject to the Extension being approved
Resolution 2
THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 25 January 2024 to 30 June 2024
Resolution 3
THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company and reflecting the changes shown in Exhibit A attached hereto, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI
Da ted 8 January 2024
Registered Office
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola British Virgin Isla nds
Artem Volynets, by order of the Board 8 January 2024
(1) To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the register of members of the Company at 5 p.m. (London time) on 10 January 2024. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
(2) Shareholders, or their proxies, intending to attend the meeting in person are requested, if possible, to arrive at the meeting venue at least 20 minutes prior to the commencement of the meeting at 10 a.m. (London time) on 16 January 2024 so that their shareholding may be checked against the Company's register of members and attendances recorded.
(3) A Form of Proxy for use at the Extension EGM by holders of Class B Shares is enclosed with this document. The Form of Proxy must be returned to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as possible but, in any event, so as to arrive no later than 10 a.m. (London time) on 12 January 2024 or 48 hours before any adjourned meeting. The completion and return of a Form of Proxy will not preclude you from attending the Extension EGM and voting in person should you wish to do so. Unless otherwise indicated on the Form of Proxy the proxy will vote as they think fit or, at their discretion withhold from voting.
(4) Depositary interest holders who are CREST members may submit their instruction through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
(5) In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 10 a.m. on 11 January 2024. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(6) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
(7) Alternatively, holders of depositary interests should complete the enclosed Form of Direction in accordance with the instructions printed thereon to direct Link Market Services Trustees Limited as the custodian of their shares how to exercise their votes. Any holder of depository interest who wishes to attend the Extension EGM must contact the Depositary at Link Market Services Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk in order to request a Letter of Representation no later than 10 a.m. on 11 January 2024. If any holder of depositary interests attends the Extension EGM without a letter of representation they will only be allowed to enter the Extension EGM as a guest and will not be allowed to vote. To be valid, the Form of Direction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Custodian at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England so as to be received no later than 10 a.m. (London time) on 11 January 2024 or 72 hours before any adjourned meeting. In signing and returning the Form of Direction or otherwise submitting an electronic voting instruction through the CREST system, you will be representing that you are either: (a) outside the United States, or (b) a qualified institutional buyer (within the meaning given by Rule 144A under the US Securities Act of 1933). By continuing to hold their depositary interests following the date of the Notice, holders of depositary interests acknowledge and agree to be bound by the transfer restrictions set forth in the section headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandis with respect to such depositary interests).
FORM OF PROXY
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Proxy - Extraordinary General Meeting of Shareholders to be held on 16 January 2024
Kindly note: This form is issued only to the addressee(s). The Company accepts no liability for any instruction that does not comply with this form.
Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast the form will be rejected.
2. The "Withheld" option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that that a 'Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations made to this form should be initialled.
4.
The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5. Every holder has the right to appoint some other person of their choice, who need not be a Shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse).
6. Please ensure the completed voting instrument is returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England.
 | |
 |
To be effective, this form must be lodged at Link Group at PXS1, Central Square, 29 Wellington Street, Leeds,LS1 4DL, England no later than 48 hours before the commencement of the Meeting.
Form of Proxy
 |
Please use a black pen. Mark an "X" inside the box to indicate your directions, as shown in this example: I/We hereby direct the Chairman of the Meeting OR the following person:
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
As my/our proxy to attend and vote on my/our behalf at the meeting of shareholders of ACG Acquisition Company Limited to be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 16 January 2024 at 10 a.m. (London time) and any adjournment of that meeting. All terms used herein have the meaning ascribed thereto in the shareholder circular pertaining to the meeting of shareholders of ACG Acquisition Company Limited referred to above.
Resolutions
| 1. THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 25 January 2024 to 30 June 2024. |
|
|
|
| 2. THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company, reflecting the changes shown in Exhibit A to the EGM Notice, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI. |
|
|
|
I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
 |
Signature Date
DD / MM/ YY In the case of joint holders, only one holder need sign. In the case of a
corporation, the Form of Proxy should be signed by a duly authorised official whose capacity should be stated, or by an attorney.
FORM OF DIRECTION
[EMEA_ACTIVE 3 029250 56_11]
20
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Direction - Extraordinary General Meeting of Shareholders to be held on 16 January 2024
Kindly note: This form is issued only to the addressee(s). The Custodian accepts no liability for any instruction that does not comply with this form.
 |
Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast the form will be rejected.
2. The 'Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations to this form should be initialled.
4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5.
A member of CREST may use the CREST electronic voting appointment service via the CREST system, CREST messages must be received by the issuer's agent (ID number (ID: RA10) not later than 72 hours before the time appointed for the holding of the meeting.
6. Should the holder, or a representative of that holder, wish to attend the meeting and/o r vote at the meeting please ensure the relevant box is completed on the reverse. Upon receipt of this instruction, the registered holder, shown above, will receive a Letter of Representation from Link Group authorising the person detailed overleaf to attend on behalf of the holder.
7. Please ensure the completed voting instrument is returned to: Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England.
| |
|
To be effective, all votes must be lodged at the office of the Custodian no later than 72 hours before the commencement of the meeting.
 |
Form of Direction
Please use a black pen. Mark an "X" inside the box to indicate your directions; as shown in this example.
I/We hereby:
1) represent that I/we am/are either (a) outside the United States, or (b) a qualified institutional buyer (within the meaning given by Rule 144A under the US Securities Act of 1933); 2) represent that I/we am/are the holder of the depositary interests in Class A Ordinary Shares that are the subject of this Direction; 3) direct the Custodian "Link Market Services Trustees Limited" to vote on my/our behalf at the meeting of shareholders to be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 16 January 2024 at 10 a.m.(London time) and any adjournment of that meeting; and 4) by continuing to hold depositary interests following the date of execution of this form, acknowledge and agree to be bound by the transfer restrictions set forth in the section headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandiswith respect to such depositary interests). All terms used herein have the meaning ascribed thereto in the shareholder circular pertaining to the meeting of shareholders of ACG Acquisition Company Limited referred to above.
Resolutions
| 1. THAT the Additional Interest be released from the Escrow Account for use by the Company to fund part of its operational expenses until 30 June 2024, subject to the Extension being approved. |
|
|
|
| 2. THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 25 January 2024 to 30 June 2024. |
|
|
|
| 3. THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company, reflecting the changes shown in Exhibit A to the EGM Notice, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI. |
|
|
|
 |
Intention to attend
I wish to attend the meeting of shareholders. Any Depository Interest Holder who wishes to attend the Meeting must contact the Depositary at Link Market Services Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk in order to request a Letter of Representation no later than 10 a.m. on 11 January 2024.
Signature Date
DD / MM/ YY In the case of joint holders, only one holder need sign. In the case of a
corporation, the Form of Direction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.
EXHIBIT A
Proposed Changes to the Memorandum and Articles of Association of the Company
[A draft of the full version of the Amended and Restated Memorandum and Articles of Association of the Company has also been made available on the Company's website (https://www.acgcorp.co/)]
10.3. The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with such existing Shares.
10. REGISTERED SHARES
11.1. The Company shall issue registered Shares only. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.
11. AMENDMENT OF THE MEMORANDUM AND THE ARTICLES
12.1. The Company may only amend this Memorandum or the Articles by a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of two-thirds of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted.
12.2. Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.
12. DEFINITIONS AND INTERPRETATION
13.1. In this Memorandum and the attached Articles, if not inconsistent with the subject or context:
Acceptance Period has the meaning given to it at Regulation 18.9.
ACG Sponsor means ACG Mining Limited, a BVI business company with number 2067090.
Acquisition means the acquisition by the Company or by any subsidiary thereof (which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganisation or similar acquisition) of an interest in an operating company or business (and, in the context of the Acquisition, references to a company without reference to a business and references to a business without reference to a company shall in both cases be construed to mean both a company or a business).
Acquisition Date means the date of completion of an Acquisition.
Acquisition Deadline means 25 January30 June 2024, subject to any Extensions.
Acquisition EGM means a general meeting of the Shareholders convened in order to obtain Shareholder approval of an Acquisition.
Admission means admission of the Class A Ordinary Shares and Warrants to the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange.
Admitted Institutions means those institutions admitted to the London Stock Exchange.
Extension means an extension of the Acquisition Deadline beyond 25 January30 June 2024 for such period as may be approved by a Resolution of Shareholders at a meeting of the Shareholders called for such purpose.
Extension EGM has the meaning given to it in the Extension EGM Circular. Extension EGM Circular has the meaning given to it at Regulation 18.20. FCA means the UK Financial Conduct Authority.
Founding Shareholders means any shareholder who founded or established the Company.
Initial Co-Sponsor Overfunding means the additional funds committed by the Co-Sponsors to the Company through subscription for 4,062,500 Sponsor Warrants at a price of $1.00 per Sponsor Warrant.
Institutional Investors means the Anchor Investors and the Cornerstone Investor.
Listing Rules means the listing rules of the FCA as amended from time to time.
London Stock Exchange means London Stock Exchange plc.
Memorandum means this memorandum of association of the Company.
Original Shareholder means each Class B Shareholder, excluding any Class B Shareholder who, for the time being, only holds Class B Shares as a result of a Permitted Transfer.
Offering means the proposed offering of the Class A Ordinary Shares and Warrants on behalf of the Company at the Offer Price and on the terms and subject to the conditions agreed upon by the Directors.
Offer Price means $10.00 per Class A Ordinary Share. Official List means the official list maintained by the FCA. Overfunding means the Initial Co-Sponsor Overfunding. Permitted Indebtedness means:
(a) liabilities incurred on or following the closing date of the IPO not exceeding, in aggregate, $2,813,000, being the capital held by the Company outside the Escrow Account after the costs relating to the IPO have been paid, as disclosed in the IPO prospectus;
(b) any financing in connection with the Acquisition and associated financing fees, provided that the Acquisition and such financing and associated fees have been approved by a simple majority (more than 50%) of the Shareholders (excluding the Co-Sponsors);
18. REDEMPTION
Redemption of Class A Ordinary Shares held by Public Shareholders at the time of the Acquisition
18.1. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the Acquisition at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two Trading Days prior to the consummation of the Acquisition (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares, subject to amongst other things the redemption limitations described in these Articles. On the date set by the Directors for the redemption of the relevant Class A Ordinary Shares (the Redemption Date), which will be on or about the Acquisition Date, the Company will be required to redeem any Class A Ordinary Shares properly delivered for redemption and not withdrawn.
18.2. Each Public Shareholder (a Redeeming Shareholder) may elect to have their Class A Ordinary Shares redeemed without attending or voting at the Acquisition EGM and, if they do vote, they may still elect to redeem their Class A Ordinary Shares irrespective of whether they vote for or against or abstain from voting on the proposed Acquisition. The Co-Sponsors and the Directors have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights in connection with the consummation of the Acquisition with respect to any Class A Ordinary Shares held by them.
18.3. For the avoidance of doubt, the Redemption Arrangements (as defined below) set out in this Regulation shall only apply to the Class A Ordinary Shares and not to any other class of Shares.
18.4. The amount in the Escrow Account is initially anticipated to be $10.325 per Class A Ordinary Share. There will be no redemption rights upon the consummation of the Acquisition with respect to the Warrants that have not been exercised for Class A Ordinary Shares. However, because Class A Ordinary Shareholders who wish to redeem their Class A Ordinary Shares in connection with the Acquisition will receive their pro rata share of the Escrow Account, the amount they receive may be less than $10.325 per Class A Ordinary Share (comprising $10.00 per Class A Ordinary Share representing the amount subscribed for by Class A Ordinary Shareholders together with the Class A Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, expected to be $0.325 per Class A Ordinary Share, and excluding any Class A Ordinary Shareholders' pro rata entitlement to any interest accrued on the Escrow Account (if any), excluding any interest released from the Escrow Account with the approval of two-thirds of all Class A Ordinary Shareholders entitled to vote thereon).
18.5. In addition, as a matter of BVI law, the Company may only redeem Class A Ordinary Shares if the solvency test under s.56 of the Act will not be breached.
18.6. Subject to the above, the Company will redeem the Class A Ordinary Shares held by the Redeeming Shareholders in accordance with the arrangements described below and BVI law, under the following terms (together, the Redemption Arrangements).
Redemption price and Acceptance Period
18.7. 
The gross redemption price of a Class A Ordinary Share under the Redemption Arrangements is expected to be $10.325 per Class A Ordinary Share (comprising $10.00 per Class A Ordinary Share representing the amount subscribed for by Class A Ordinary Shareholders together with the Class A Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, expected to be $0.325 per Class A Ordinary Share, and excluding any Class A Ordinary Shareholders' pro rata entitlement to any interest accrued on the Escrow Account (if any), excluding any interest released from the Escrow Account with the approval of two-thirds of all Class A Ordinary Shareholders entitled to vote thereon).
18.8. The Directors will set an acceptance period for the redemption of Class A Ordinary Shares under the Redemption Arrangements. The relevant dates will be included in the press release issued in connection with the convocation of the Acquisition EGM. The Acceptance Period shall in any event be the period from the day of the convocation of the Acquisition EGM ending on the second Trading Day preceding the Acquisition EGM (the Acceptance Period).
18.9. Redeeming Shareholders will receive the redemption price within two Trading Days after the Redemption Date. The Redemption Date will be set by the Directors and will be included in the press release issued in connection with the convocation of the Acquisition EGM. The Redemption Date is expected to be on or about Acquisition Date.
18.10. The notice of the Acquisition EGM that the Company will furnish to Class A Ordinary Shareholders in connection with an Acquisition will describe the various procedures that must be complied with in order to validly tender or redeem Class A Ordinary Shares. In the event that a Class A Ordinary Shareholder fails to comply with these procedures, their Class A Ordinary Shares may not be redeemed.
18.11. Class A Ordinary Shareholders may require the Company to redeem all or a portion of the Class A Ordinary Shares held by them if all of the following conditions have been met:
(a) the Redeeming Shareholder exercising their right to sell their Class A Ordinary Shares to the Company has notified the Company through their Admitted Institution by no later than 9:00 a.m. (London time) on the date two Trading Days after the date of the Acquisition EGM of its intention to transfer their Class A Ordinary Shares to the Company in accordance with the transfer instructions included in the press release issued in connection with the convocation of the Acquisition EGM; and
(b) the proposed Acquisition has been completed on or before the Acquisition Deadline.
Withdrawal of redemption notification
18.12. Any request to redeem Class A Ordinary Shares, once made, may be withdrawn up to two Trading Days prior to the Acquisition EGM (unless the Company elects to allow additional withdrawal rights).
18.13. Any notice of withdrawal must specify the name of the person having tendered the Class A Ordinary Shares to be withdrawn, the number of Class A Ordinary Shares to be withdrawn and the name of the registered holder of the Class A Ordinary Shares to be withdrawn, if different
Shareholder (if any). Accordingly, Redeeming Shareholders whose Class A Ordinary Shares are redeemed by the Company will retain all rights to any Warrants that they may hold at the time of redemption.
No redemption if the Acquisition is not completed
18.19. If the Acquisition is not approved or completed for any reason, then the Redeeming Shareholders will not be entitled to redeem their Class A Ordinary Shares for the applicable pro rata share of the Escrow Account.
Acknowledgement by the Company of the rights of Class A Ordinary Shareholders that elected to redeem their Class A Ordinary Shares prior to the Extension EGM
18.20. As described in the Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders published by the Company on 17 October 20238 January 2024 (the "Extension EGM Circular"), the Company has provided Class A Ordinary Shareholders the right to redeem their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to 12 October 202325 January 2024 (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares. The gross redemption price of a Class A Ordinary Share is expected to be $10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest accrued on the Escrow Account as reduced by any taxes paid or payable. Class A Ordinary Shareholders who validly elect to redeem their Class A Ordinary Shares as per the procedures described in the Extension EGM Circular shall have such Class A Ordinary Shares redeemed and payment in respect of such Class A Ordinary Shares will be made as soon as possible on or after 26 October 2023by 8 February 2024 at the latest.
19. CONFLICT OF INTERESTS
19.1. A Director shall, forthwith after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors.
19.2. For the purposes of Regulation 19.1, a disclosure to all other Directors to the effect that a Director is a member, Director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
19.3. Subject to any rules or regulations of the London Stock Exchange or any laws or regulations governing companies listed on the London Stock Exchange, a Director who is interested in a transaction entered into or to be entered into by the Company may:
(a) vote on a matter relating to the transaction;
(b) attend a meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum; and
25.3. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth Business Day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted.
26. VOLUNTARY LIQUIDATION
26.1. The Company may by a Resolution of Shareholders or by a Resolution of Directors appoint a voluntary liquidator.
26.2. In the event the Company fails to consummate an Acquisition by the Acquisition Deadline the Company intends to:
(a) cease all operations except for the purpose of winding up;
(b) 
as promptly as reasonably possible but not more than 10 Trading Days thereafter, redeem the Class A Ordinary Shares, with the per-share consideration expected to comprise $10.325 per Class A Ordinary Share (representing the amount subscribed for by Class A Ordinary Shareholders in the Offering together with Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding (expected to be $0.325 per Class A Ordinary Share)) together with the Class A Ordinary Shareholders' pro rata entitlement to interest accrued on the Escrow Account (if any), but excluding any interest released from the Escrow Account with the approval of two-thirds of all Class A Ordinary Shareholders entitled to vote thereon, and subject at all times to the Escrow Account containing sufficient proceeds, which redemption will completely extinguish Class A Ordinary Shareholders' rights as Shareholders (including the right to receive further liquidating distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Shareholders, liquidate and dissolve the Company's assets and liabilities, subject in each case to the Company's obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. In such case, the Class A Ordinary Shareholders may receive only $10.325 per Class A Ordinary Share, or less than $10.325 per Class A Ordinary Share, on the redemption of their Class A Ordinary Shares, and the Warrants will expire worthless and any holder thereof will no longer have any rights thereunder.
26.3. The balance of the Company's assets remaining after all liabilities have been paid shall, if possible, be distributed to the holders of Class A Ordinary Shares, for purposes hereof being considered to be Shares of the same class, pro rata to the number of Shares held by each Shareholder.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.