Closing of the Share Tender Offer

ACG announces that the Share Tender Offer for up to 26,899,425 Warrants in the Company, representing approximately 70% of all Warrants (the "Tender Offer"), closed on 28 February 2025.

The Company further confirms that, prior to the Record Date for the Share Tender Offer, it received acceptances from Qualifying Warrantholders in excess of 50 per cent. of the outstanding Warrants under each of the Amended Warrant Instruments. The Company hereby confirms that the Minimum Threshold has, therefore, been met and that the Tender Conditions have been satisfied (save for Admission). Consequently, and pursuant to clause 6B.1 of the First Warrant Instrument and clause 6B.1 of the Second Warrant Instrument (respectively), the Company is today exercising its Drag Right by the issue of a drag notice to all Warrantholders pursuant to which the Company shall compulsorily purchase, on the same terms as the Share Tender Offer and on a pro-rata basis, 70% of all Warrants regardless of whether they were tendered under the Share Tender Offer (the "Drag Notice"). The Drag Notice shall be posted to Warrantholders today. For the avoidance of doubt, any Warrants tendered by Qualifying Warrantholders prior to the Record Date pursuant to the Share Tender Offer shall be acquired by the Company in accordance with the Terms and Conditions of the Share Tender Offer set out in Part III of the Circular published on 7 February 2025. Any applications to tender Warrants under the Share Tender Offer in excess of a Warrantholder's Basic Entitlement will be scaled back to the Basic Entitlement on completion of the Share Tender Offer.

It is expected that upon completion of the Share Tender Offer, not more than 2,689,942 Class A Ordinary Shares in the capital of the Company ("New Shares") will be issued in exchange for the Warrants being acquired by the Company pursuant to the Share Tender Offer and the exercise by the Company of its Drag Right. No fractional New Shares will be issued pursuant to the Share Tender Offer or the exercise by the Company of its Drag Right. Instead, any fractional New Shares which a Warrantholder would otherwise have been entitled to receive pursuant to the Share Tender Offer or following the exercise of the Company of its Drag Right will be aggregated and then rounded down to the nearest whole New Share.

Completion of the Share Tender Offer, admission of the New Shares and commencement of dealings in the New Shares on the Main Market is expected to occur on or around 21 March 2025. Any changes to the expected timetable will be announced via a Regulator Information Service.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular published on 7 February 2025.