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 INTENDED 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
5 September 2024
ACG Metals
Limited
("ACG" or
the "Company")
Change of name, ADMISSION to
Trading AND Total Voting Rights
CHANGE OF NAME
"ACG Acquisition Company Limited"
has been renamed "ACG Metals Limited".
ADMISSION TO TRADING
Further to the announcement of 3
September 2024 relating to the closing of its acquisition of
the Gediktepe Mine in Türkiye, ACG
announces today that the Re-Admission has taken place in
respect of 17,489,913 Class A ordinary shares of the Company and
7,461,664 public warrants of the Company to, respectively, the
equity shares (transition) category and the warrants, options and
other miscellaneous securities category of the Official List of the
UK's Financial Conduct Authority
("FCA"), and to trading on
the London Stock Exchange under the ticker symbols "ACG" and "ACGW"
respectively.
TOTAL VOTING RIGHTS
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 17,489,913 Class A ordinary
shares. The Company does not hold any Class A Ordinary Shares in
treasury. All class B shares of the Company have been cancelled.
The total number of voting rights of the Company is 17,489,913 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.
About ACG
ACG is a company with a vision to
consolidate the critical metals industry, starting with the copper
sector. Through a series of roll-up acquisitions, ACG intends to
become a premier supplier of copper and other critical metals to
the western OEM supply chain, with best-in-class ESG and carbon
footprint characteristics. For further information please
visit: www.acgcorp.co.
Capitalised terms not otherwise defined in this announcement have
the meaning ascribed thereto in ACG's prior announcement on 30
August 2024.
Contacts for ACG
Palatine Communications
- Communications
Advisor
Conal Walsh / Andreas Grueter /
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 and the
supplementary prospectus relating to the acquisition referred to
above have been approved by the U.K. Financial Conduct Authority
and have been published by the Company and are 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
only 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 of securities to the public
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.
In the United Kingdom, this
announcement is only addressed to and directed at persons who
are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended, as it forms part of the laws of the United
Kingdom 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, 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 the Company 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.
The Company wishes to caution you that these statements are only
predictions and that actual events or results may and often do
differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the
date hereof or to reflect the occurrence of unanticipated events.
Any forward-looking statements reflect the Company's current view
with respect to future events and many factors could cause the
actual results to differ materially from those contained in
projections or forward-looking statements of the Company,
including, among others, ACG's ability to obtain adequate
information to evaluate target assets, ACG's ability to
successfully or timely complete further acquisitions, ACG's
expectations around the performance of target assets, ACG's
potential ability to obtain additional financing to complete any
further acquisitions and the financial performance of the enlarged
group that would result from the potential completion of any
further acquisitions. Forward-looking statements speak only as of
the date they are made.
