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Completion of the Share & the Cash Tender Offers

In brief · summary, not quotable

Company completes share and cash tender offers for warrants; acquires 26.9m warrants via share offer and 1.1m via cash offer at $0.50 per warrant.

  • Warrants acquired via Share Tender Offer 26,899,414
  • Warrants acquired via Cash Tender Offer 1,121,411
  • New Class A Ordinary Shares issued 2,689,927
  • Cash consideration for Cash Tender Offer $560,705.50
  • Class A Ordinary Shares in issue post-completion 21,659,146
  • Warrants outstanding post-completion 38,427,749
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ACG today announces the completion of the Share Tender Offer, pursuant to which, and following the exercise by the Company of its Drag Right, the Company has acquired, in aggregate, 26,899,414 Warrants in the Company, representing approximately 70% of all Warrants (the "Share Tender Offer"), in exchange for 2,689,927 Class A Ordinary Shares in the capital of the Company ("New Shares"). Following the completion of the Share Tender Offer, and in accordance with the terms of the Amended Warrant Instruments, the Company will initially hold all Warrants acquired via the Share Tender Offer in treasury.

Admission of the New Shares and commencement of dealings in the New Shares on the Main Market will occur at market open today. Admission of 7,461,664 Public Warrants, which entirely replace the public warrants of the Company that remained in existence following completion of the Share Tender Offer, and commencement of dealings in the Public Warrants on the Main Market will also occur at market open today.

The Company further announces the completion of the Cash Tender Offer announced by the Company pursuant to a Circular dated 14 February 2025 (the "Cash Tender Offer Circular") and the acquisition of 1,121,411 Warrants at a purchase price of $0.50 per Warrant (the "Tender Price") for total consideration of $560,705.50. Pursuant to the Purchase Agreement entered into between the Company and ACP II Trading LLC ("ACP"), ACP has acquired all Warrants successfully tendered under this Cash Tender Offer at the Tender Price.

Total Voting Rights

Following completion of the Share Tender Offer and the Cash Tender Offer, respectively, the Company will have 21,659,146 Class A Ordinary Shares in issue and 38,427,749 Warrants outstanding, of which 26,899,414 Warrants are currently held in treasury. In accordance with Chapter 5.6.1 of the FCA's Disclosure Guidance and Transparency Rules (the "DTRs"), as of today, the Company's issued voting share capital is 21,659,146. The Company does not hold any Class A Ordinary Shares in treasury.

The total number of voting rights of the Company is 21,659,146 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.

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 and the Cash Tender Offer Circular (as applicable).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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