Tender Offer to exchange warrants into shares

ACG announces that it intends to launch a Tender Offer for up to 26,899,425 Public Warrants, Sponsor Warrants and Private Placement Warrants (together, the "Warrants") in the Company, representing approximately 70% of all Warrants (the "Tender Offer"). It will publish a circular (the "Circular") explaining the terms of the Tender Offer on or around 30 January 2025.

The Company intends to offer all holders of Warrants the opportunity to receive 0.1000 Class A Ordinary Shares (the "Exchange Ratio") in exchange for each Warrant tendered by the holder and exchanged pursuant to the Tender Offer. Pursuant to the Tender Offer, the Company is offering up to an aggregate of 2,689,942 Class A Ordinary Shares in the capital of the Company ("New Shares") in exchange for 70 per cent. of the Warrants. The Exchange Ratio has been derived based on a fixed purchase price of US$0.50 per Warrant, which represents a premium of 33.4% to the average middle market closing price of a Public Warrant for the 90 trading days ended 28 January 2025 (being the latest practicable date prior to this announcement) relative to US$5.00 per New Share, which represents a discount of 33.4% to the volume-weighted average price of the Company for the 90 trading days ended 28 January 2025.

The Company has also received irrevocable undertakings from Key Warrantholders (as defined below) who collectively own 27,385,761 Warrants, to tender their respective Warrants under the Tender Offer, which (subject to scale back) is expected to be 19,170,033 Warrants.

Following consultation with the market, the Directors believe that the Tender Offer will materially reduce the number of Warrants currently in issue relative to the Existing Share Capital of the Company and remove a perceived market overhang on the Company's share price.

Unless otherwise stated, capitalised terms used herein shall have the same meaning as ascribed to them in the Appendix to this announcement (which forms part of this announcement).

The Tender Offer

The intention is for the Tender Offer to open on or around 30 January 2025. The Company will announce the Tender Offer timetable once the Circular is published. Subject to the terms and conditions of the Tender Offer, the Company will exchange 26,899,425 Warrants for 2,689,942 New Shares, being an Exchange Ratio of 0.1000.

Qualifying Warrantholders will have the opportunity to tender their Warrants in the Tender Offer at the Tender Price for up to 70 per cent. of their outstanding Warrants ("Basic Entitlement"). In addition, Qualifying Warrantholders may tender Warrants in excess of their Basic Entitlements. Once the Minimum Threshold (as defined below) is satisfied, the Company's intention is to exercise its Drag Right (details set out below) and any excess applications will be scaled back to each Qualifying Warrantholders' Basic Entitlement.

The Tender Offer is conditional on, among other things, (a) the passing of the Shareholder Resolution by Shareholders and (b) on receipt of valid tenders in respect of at least: (i) 9,035,397 Warrants pursuant to the First Warrant Instrument; and (ii) 10,178,479 Warrants pursuant to the Second Warrant Instrument ("Minimum Threshold").

The Tender Offer is being made available to all Warrantholders, other than those with registered addresses in a Restricted Jurisdiction, who are on the Warrant Register of the Company at 5.00 p.m. (London time) on 20 February 2025 (on the assumption that the Circular is posted on 30 January 2025). Therefore, all Qualifying Warrantholders who wish to participate in the Tender Offer should ensure that they are on the Warrant Register at 5.00 p.m. (London time) on 20 February 2025 (on the assumption that the Circular is posted on 30 January 2025).

The maximum aggregate number of New Shares to be issued in exchange for the Warrants to be purchased under the Tender Offer is 2,689,942 New Shares which would result in Warrantholders owning approximately 12.4 per cent. of the Company's enlarged issued share capital post-completion of the Tender Offer. No fractional New Shares will be issued pursuant to the Tender Offer. Instead, any fractional New Shares which a Warrantholder would otherwise have been entitled to receive pursuant to the Tender Offer will be aggregated and then rounded down to the nearest whole New Share.

Any Warrants exchanged may be cancelled or held in treasury by the Company, in accordance with the terms of the Amended Warrant Instruments. A summary of the proposed amendments to the Warrant Instruments is set out below.

Full details of the Tender Offer, including the terms and conditions on which it is being made, will be set out in the Circular.

Irrevocable Undertakings

The Company also announces that as of today, it has received irrevocable undertakings from ACP II Trading LLC ("ACP"), Lidya Madencilik Sanayi Ve Ticaret ("Lidya"), and De Heerd Investments Limited ("De Heerd") (together, the "Key Warrantholders"), who in aggregate hold approximately 27,385,761 Warrants, to tender their respective Warrants under the Tender Offer. Receipt by the Company of tenders by the Key Warrantholders for their respective Warrants under the Tender Offer will satisfy the Minimum Threshold requirement under the Tender Conditions (as will be set out in paragraphs 2(a) and 2(b) of Part III of the Circular). Subject to such Tender Conditions being satisfied and the Tender Offer becoming unconditional, the Company intends to scale back the Key Warrantholders' applications so they only tender 70 per cent of their outstanding Warrants being a total of 10,899,020 Warrants for ACP, 4,652,757 Warrants for Lidya and 3,618,256 for De Heerd. The Key Warrantholders have also undertaken to approve the amendments to the Warrant Instruments and to vote in favour of the Shareholder Resolutions.

Amended Warrant Instruments

The Company also announces that it proposes to amend the terms of the (i) the private placement warrant and public warrant instrument dated 2 September 2024 (the "First Warrant Instrument") and (ii) the warrant instrument dated 6 October 2022 (as amended and restated on 2 September 2024) (the "Second Warrant Instrument" and together with the First Warrant Instrument, the "Warrant Instruments") such that: (A) the Company is permitted under each Warrant Instrument to conduct a tender offer of the Warrants; and (B) the Company can compulsorily acquire up to 70 per cent. of the outstanding Warrants by notice in writing, subject to the Company launching a tender offer and receiving applications from more than 50 per cent. of the outstanding Warrants (the "Drag Right"). The Drag Right will be conducted on a pro rata basis. The Key Warrantholders have signed irrevocable undertakings to approve these amendments to the Warrant Instruments.

Drag Right

As the Company has received irrevocable undertakings from the Key Warrantholders to tender over 50% of the outstanding Warrants pursuant to the terms of the Tender Offer, the Company will be permitted under the Amended Warrant Instruments to exercise the Drag Right. The Directors have confirmed their intention to trigger the Drag Right once the Tender Offer closes, and any excess applications will be scaled back to a Warrantholder's Basic Entitlement (including the applications of the Key Warrantholders).

Shareholder Resolution

The Company will seek Shareholders' approval for the Shareholder Resolution to dis-apply the pre-emption rights included in article 3.1 of the Memorandum and Articles of Association in connection with the issue of 2,689,942 New Shares pursuant to the Tender Offer. The Key Warrantholders have signed irrevocable undertakings to approve the Shareholder Resolutions.

Issue and Admission of the New Shares

If the Minimum Threshold is met, and the Tender Conditions are satisfied, the New Shares will be issued credited as fully paid and will rank pari passu in all respects with the Class A Ordinary Shares in issue at the time the New Shares are issued pursuant to the Tender Offer, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling on or after the date of completion of the Tender Offer. The rights attaching to the New Shares are set out further in paragraphs 4 and 5 of Part XV (Additional Information) of the Prospectus.

Qualifying Warrantholders should also consider fully and carefully the risk factors associated with the Company and in holding Class A Ordinary Shares. Attention is drawn to the "Summary" and "Risk Factors" sections of the Prospectus, which contain, inter alia, further information on the Company and the Class A Ordinary Shares. A copy of the Prospectus is available on the Company's website.

Application will be made to the FCA and to the London Stock Exchange for the New Shares to be admitted to equity shares (transition) category of the Official List in accordance with Chapter 22 of the UKLR and to trading on the Main Market.

Overseas Warrantholders

The attention of Warrantholders who are citizens or residents or nationals of countries outside the UK wishing to participate in the Tender Offer will be drawn to the paragraph entitled "Overseas Warrantholders" in Part I of the Circular.

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Warrants may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Circular and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported tender of Warrants in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Warrants made by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Warrantholder participating in the Tender Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such Tender Offer from the United States or it is acting on a nondiscretionary basis for a principal that is not a U.S. person, that it is located outside the United States and that is not giving an order to participate in such Tender Offer from the United States. For the purposes of this document, the "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Directors Interests

The interests (all of which are beneficial unless stated otherwise) of the Directors and of persons connected with them in the Warrants and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director as at the date of this announcement are as follows:

Intention of Directors

The Directors have indicated their intention to tender their Warrants (directly or through their connected parties) as follows:

Assuming the maximum number of Warrants under the Tender Offer are purchased and that the Directors' tenders are satisfied in full, the Directors, following completion of the Tender Offer, will be interested, in aggregate, in 383,779 Warrants, representing approximately 3.3% per cent of the outstanding Warrants following completion of the Tender Offer. On completion of the Tender Offer, and assuming the maximum number of Warrants under the Tender Offer are purchased and that the Mr Volynets tender is satisfied in full, Mr Volynets will be interested in 562,280 Class A Ordinary Shares, representing approximately 2.6 per cent. of the enlarged share capital of the Company.

Recommendation

The Board considers the Tender Offer to be in the best interests of the Company and Warrantholders as a whole. However, the Board is not making, and does not intend to make, any recommendation to Warrantholders in relation to the Tender Offer. Whether or not Qualifying Warrantholders decide to elect to tender their Warrants in the Tender Offer is a decision for individual Qualifying Warrantholders.

Qualifying Warrantholders should take into account their own individual circumstances, including their tax position, when deciding whether or not to participate in the Tender Offer. Qualifying Warrantholders are recommended to consult with their duly authorised independent advisers (including tax advisers).

Subject to satisfaction of the Tender Conditions, and in particular receipt of applications for the Minimum Threshold, the Company intends to trigger the Drag Right in the Amended Warrant Instruments to purchase up to 70 per cent. of the outstanding Warrants on a pro rata basis. Therefore, whether or not a Warrantholder decides to tender their Warrants, 70 per cent. of their Warrants will automatically be tendered pursuant to the Drag Right.

Appointments

MUFG Corporate Markets (UK) Limited and MUFG Corporate Markets Trustees (UK) Limited have been appointed to act as Receiving Agent on behalf of the Company. Stifel Nicolaus Europe Limited is acting as financial adviser, and Fieldfisher LLP is acting as legal adviser to the Company.

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