Results of EGM and the Redemption Elections
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As announced in the Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders published by the Company on 8 January 2024 (the "Extension EGM Circular"), an extraordinary general meeting of ACG's Shareholders was held at 10 a.m. today at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England (the "Extension EGM").
Results of the Extension EGM
The Company announces that Resolution 1 that was put to the Class A Ordinary Shareholders at the Extension EGM was not passed. As a result, the Additional Interest will not be released for use by the Company as described in more detail in the Extension EGM Circular. The Company is pleased to announce that Resolution 2 and Resolution 3 put to the Shareholders at the Extension EGM were duly passed, including the proposed Extension. As a result, subject to the Company entering into binding agreements in respect of the Additional Funding by, at the latest, 25 January 2024, the deadline by which an Acquisition must be completed by ACG will be extended from the Current Acquisition Deadline (i.e., 25 January 2024) to the Extended Acquisition Deadline (i.e., 30 June 2024). The consequences of the approval of the Extension are set out in more detail in the Extension EGM Circular.
The table below sets out the results of the votes cast at the Extension EGM. Each Shareholder present (including in person or by proxy) was entitled to cast one vote per Share held at the record date for the Extension EGM provided in the Extension EGM Circular.
| Resolution | Required Majority | Number of Votes Received | % Votes Received in Favour* | Result |
|---|---|---|---|---|
| 1. Release of the Additional Interest from the Escrow Account for use by ACG to fund part of its operational expenses until the Extended Acquisition Deadline, subject to the Extension being approved | Affirmative vote of two-thirds of all Class A Ordinary Shares entitled to vote thereon | 2,650 | 9.37% of all Class A Ordinary Shares | Resolution not passed |
| 2. Extension of the Current Acquisition Deadline to the Extended Acquisition Deadline | Affirmative vote of a majority of all Shares that were present at the Extension EGM and voted | 3,197,869 | 100% | Resolution passed |
| 3. Adoption of the revised Memorandum and Articles of Association of the Company, in the form appended to Exhibit A of the Extension EGM Circular | Affirmative vote of two-thirds of all Shares that were present at the Extension EGM and voted | 3,197,869 | 100% | Resolution Passed |
* Rounded to two decimal places.
At the record date for the Extension EGM, the total number of Class A Ordinary Shares in issue was 28,268 and the total number of Class B Shares was 4,458,333, meaning that the total number of Shares in issue was 4,486,601, none of which were held in treasury. Therefore, at the record date for the Extension EGM, the total number of voting rights related to the Class A Ordinary Shares was 28,268 votes and the total number of voting rights related to the Class B Shares was 4,458,333 votes, meaning that the total number of voting rights in the Company was 4,486,601 votes.
The Board will only effect the Extension and amendment to the Company's 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. In such case, the Company's Amended and Restated Memorandum and Articles are expected to be filed on or about 25 January 2024 with the Register of Companies in the British Virgin Islands, ACG's jurisdiction of incorporation, and will enter into effect immediately thereafter. The Amended and Restated Memorandum and Articles of the Company will then be made available on www.acgcorp.co.
Results of the Redemption Elections
As described in the Extension EGM Circular, the Company provided Class A Ordinary Shareholders with the right to redeem their Class A Ordinary Shares in connection with the Extension EGM. The number of Class A Ordinary Shares redeemed by Class A Ordinary Shareholders is as follows:
| Class A Ordinary Shares redeemed | Class A Ordinary Shares not redeemed | ||
|---|---|---|---|
| Amount | %* | Amount | %* |
| 24,156 | 85.45 | 4,112 | 14.55 |
*Percentage of the total amount of outstanding Class A Ordinary Shares prior to the publication of the Extension EGM Circular (i.e., 28,268 Class A Ordinary Shares), rounded to two decimal places.
As further described in the Extension EGM Circular, Class A Ordinary Shareholders who validly elected 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 these will be made by Link Market Services Trustees Limited, acting as Depositary, by 8 February 2024 at the latest.
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