Warrant Circular Announcement
ACG announces warrant tender offer circular and amended warrant terms with drag rights.
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ACG announces that it has today published a Circular to the Company's Warrantholders relating to its proposed Tender Offer of Warrants in exchange for New Shares of the Company. The Circular also contains the Tender Offer timetable which is repeated below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of the Tender Offer | 28 January 2025 |
| Publication of this Circular | 7 February 2025 |
| Tender Offer opens | 7 February 2025 |
| Latest time for receipt of Tender Forms and/or TTE Instructions | 1.00 p.m. on 28 February 2025 |
| Record Date and Closing Date for the Tender Offer | 5.00 p.m. on 28 February 2025 |
| Issue of Drag Notice | 3 March 2025 |
| Completion Date for the Tender Offer and announcement of the results of the Tender Offer | 21 March 2025 |
| Admission of the New Shares and commencement of dealings in New Shares on the Main Market | 8.00 a.m. on 21 March 2025 |
| CREST members' accounts to be credited in respect of New Shares to be held in uncertificated form, if applicable, and balance warrant certificates | 21 March 2025 |
| Despatch of definitive share certificates in respect of New Shares to be held in certificated form, if applicable, and balance warrant certificates | On or before 4 April 2025 |
The dates and times given in the Circular are London time and are based on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.
The Company also announces that it has amended the terms, with the consent of the Key Warrantholders, 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 Company will update the market once the Shareholder Resolutions have been passed.
Capitalised terms used and not defined in this announcement have the meanings given to them in the Company's announcement dated 28 January 2025, and the Circular, which is available on the Company's website at https://acgmetals.com/regulatory-news/ and will shortly be submitted to the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.