Extension EGM Notice
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
Copies of this document are being sent to shareholders of ACG. If you have sold or otherwise transferred all of your shares in ACG Acquisition Company Limited please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your holding of shares in ACG Acquisition Company Limited you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in ACG Acquisition Company Limited.
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ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
Extension of Acquisition Deadline
Amendment of Memorandum and Articles of Association
Shareholders Circular and Notice of
Extraordinary General Meeting of Shareholders
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Notice of the Extension EGM to be held at 10 a.m. (London time) at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 25 October 2023 is set out at the end of this document.
A Form of Proxy for use at the Extension EGM by holders of Class B Shares accompanies this document and, to be valid, must be completed and returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England. The Form of Proxy must be returned as soon as possible but in any event to be received not later than 10 a.m. London time on 23 October 2023 or 48 hours before any adjourned meeting. A Form of Direction for use at the Extension EGM by holders of depositary interests accompanies this document and, to be valid, must be completed and returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as possible but in any event to be received not later than 10 a.m. London time on 20 October 2023 or 72 hours before any adjourned meeting. The return of one or more completed Forms of Proxy or Forms of Direction will not prevent you from attending the Extension EGM and voting in person if you wish to do so (and are so entitled).
A summary of the action to be taken by the shareholders of ACG is included in "Action to be taken by shareholders" in the Letter from the Chairman on page 13 of this document and in the notes to the Notice of the Extension EGM on pages 17 to 20 of this document. This circular and all its accompanying materials are available on the Company's website (https://www.acgcorp.co/).
1
TABLE OF CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS.................................................................. 3
DEFINITIONS............................................................................................................................ 4
LETTER FROM THE CHAIRMAN............................................................................................. 5
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS..................... 15
FORM OF PROXY.................................................................................................................... 16
FORM OF DIRECTION............................................................................................................ 19
EXHIBIT A: PROPOSED AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION................................................................................................................... 22
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date(London time)
Initial Acquisition Deadline 12 October 2023
Publication of this document 17 October 2023
Commencement of redemption period 18 October 2023
Record date for the Extension EGM 5 p.m. on 19 October 2023
Deadline for submitting form of directions 10 a.m. on 20 October 2023
Deadline for submitting form of proxies 10 a.m. on 23 October 2023
Redemption deadline for existing ACG shareholders 1 p.m. on 23 October 2023
Extension EGM 10 a.m. on 25 October 2023
Redemption payment date As soon as possible on or after 26 October 2023
Extended Acquisition Deadline, if approved 25 January 2024
The dates and times above (all of which are London time) are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the shareholders, by way of a press release published on the Company's website (https://www.acgcorp.co/).
DEFINITIONS
Defined terms used in this document shall have the meaning ascribed to them in the Prospectus or as follows, unless the context otherwise requires:
"Amended and Restated the revised Memorandum and Articles of Association of the
Memorandum and Articles of Company appended to this document as Exhibit A
Association"
"Act" the BVI Business Companies Act 2004, as amended from time to time, and includes the BVI Business Companies Regulations 2012 and any other regulations made under the Act
"Acquisition" has the meaning ascribed to it in the Memorandum and Articles of Association
"Company"or "ACG" ACG Acquisition Company Limited
"Directors"or the "Board" the directors of ACG at the date of this document
"Extended Acquisition Deadline" 25 January 2024
"Extension" the extension of the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association from the Initial Acquisition Deadline to the Extended Acquisition Deadline
"Extension EGM" the extraordinary general meeting of Shareholders of ACG at the
offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England, to be convened on the date hereof, notice of which is set out at page 15 of this document, and any adjournment of that meeting
"Form of Proxy" the form of proxy for use by holders of Class B Shares in
connection with the Extension EGM
"Form of Direction" the form of direction for use by holders of depositary interests in
Class A Ordinary Shares in connection with the Extension EGM
"Initial Acquisition Deadline" 12 October 2023
"IPO Prospectus" the initial public offering prospectus published by the Company
on 7 October 2022.
"Notice" the notice of the Extension EGM set out at page 15 of this document
"Prospectus" the prospectus prepared by the Company in connection with the Acquisition and Re-Admission, as approved by the FCA on 30 June 2023 and available on the Company's website (https://www.acgcorp.co/)
"Public Shareholders" means Class A Ordinary Shareholders who are not the Co- Sponsors, the Directors or the Advisor and the Founding Shareholders (each as defined in the Chapter 5.6.18 of the Listing Rules of the U.K. Financial Conduct Authority). Public Shareholders includes each of the Cornerstone Investor or the Anchor Investors (together, the "Institutional Investors" as defined in the IPO Prospectus).
"Resolutions" the resolutions set out in the Notice to be proposed at the Extension EGM
"Shares" means the Class A Ordinary Shares and the Class B Shares together
LETTER FROM THE CHAIRMAN
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
Directors: Registered Office:
Peter Whelan (Chairman) Craigmuir Chambers
Artem Volynets (CEO and Executive Director) P.O. Box 71
Warren Gilman (Independent Non-Executive Director) Road Town Hendrik Johannes Faul (Independent Non-Executive Director) Tortola, VG 1110 Mark Cutis (Independent Non-Executive Director) British Virgin Islands
17 October 2023
Dear Shareholders,
1. Introduction
ACG Acquisition Company Limited is a special purpose acquisition company ("SPAC") looking to benefit from favourable price conditions for new economy metals and other mining materials. The Company aims to optimise its expertise in global mining by combining with a mining company that produces materials characterised by supply constraints and rising long-term demand. The combined entity will capitalise on the need for resource security and geographic supply diversification, as well as the global energy transition. ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network, including access to many mining companies as well as a commitment to ESG principles and strong corporate governance.
Today, the Company announced that it is seeking shareholder approval to extend the deadline by which an Acquisition must be completed from 12 October 2023 (the "Initial Acquisition Deadline") to 25 January 2024 (the "Extended Acquisition Deadline" and, such proposed extension, the "Extension") or such later date approved by its Shareholders in case of a Further Extension (as defined below).
The Extension will require an amendment to the Memorandum and Articles of Association of the Company which, absent an extension, require the Company to complete an Acquisition by no later than the Initial Acquisition Deadline. The Company considers that the extension beyond the deadline specified in the Memorandum and Articles of Association is appropriate in the circumstances, giving Shareholders the option of participating in a potential future Acquisition through the Company.
For this reason, and as further described in this letter, on behalf of the Company, we are pleased to invite you to the Extension EGM which is to be held on 25 October 2023 at 10 a.m. (London time) at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England and to provide you with this circular.
Set out on page 15 of this document you will find a Notice convening the Extension EGM and all the Resolutions to be submitted for shareholder consideration therein. This letter sets out the background to and the reasons for these Resolutions. These should be considered together with the Prospectus and the other documents circulated with the Notice. Shareholders are advised to read all documents carefully. Shareholders should note in particular that the Prospectus contains information which is relevant to the resolutions being considered at the Extension EGM and that this circular has not attempted to restate such information.
After careful consideration, the Board considers the Extension and the corresponding Resolutions submitted for shareholder consideration to be in the best interests of the Company and its stakeholders, including its shareholders, for the reasons set out below.
2. The Extension of the Acquisition Deadline
Background
Concurrent with its initial public offering, the Company adopted an acquisition strategy to evaluate opportunities in the metals and mining sector globally (excluding Russia), with a particular focus on emerging markets.
However, as previously announced, the Company was not able to complete an Acquisition by the Initial Acquisition Deadline, which is the date by which, absent an extension, its Memorandum and Articles of Association provide that the Company should cease all operations, except for the purpose of winding up. In accordance with Regulation 26 of its Memorandum and Articles of Association, the Company announced on 12 October 2023 that it intended to cease all operations, and is in the process of taking steps to organize its voluntary liquidation in the event that the Extension is not approved.
Reasons for the Extension
In order to allow the Company sufficient time to complete an Acquisition, it is seeking an extension of its Initial Acquisition Deadline to the Extended Acquisition Deadline (i.e., 25 January 2024).
While the overall market backdrop for SPACs and public equity offerings more generally has been challenging, the Board however remains positive on the prospect of successfully executing an Acquisition. As discussed below, the Company has also secured additional equity financing in the form of subscriptions by the Co-Sponsors of 1,333,333 Class B Shares at a subscription price of $1.50 per Class B Share (with total proceeds of $2 million), all subject to the Extension being approved. As part of the foregoing, loans from the Co-Sponsors of $975,000 have been capitalised. The Company will use this financing to pay for certain accrued costs and operational expenses during the period of the Extension and continue to work on identifying a suitable target for an Acquisition. Notwithstanding the foregoing, the Board can however not guarantee that, if the Extension is approved, an Acquisition will take place prior to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
Accordingly, the Company is convening an extraordinary general meeting to be held at 10:00 a.m. on 25 October 2023 to consider, and if thought fit, approve the Extension by way of an amendment to the Memorandum and Articles of Association. Shareholders are not being asked to approve any Acquisition.
3. Exercise of Redemption Rights
No Automatic Redemption if Extension is Approved and Right to Redeem Class A Ordinary Shares for Public Shareholders
The Company's Memorandum and Articles of Association provide that, absent an extension, in the event the Company fails to consummate an Acquisition by the Initial Acquisition Deadline (i.e., 12 October 2023), Public Shareholders shall have their Class A Ordinary Shares automatically redeemed and payment in respect of such Class A Ordinary Shares will be made through CREST by the Depositary, Link Market Services Trustees Limited, as promptly as reasonably possible, but by no later than 26 October 2023.
However, the Company is now convening an extraordinary general meeting for Shareholders to consider and, if thought fit, approve, the Extension by way of an amendment to the Memorandum and Articles of Association. Accordingly, to allow Public Shareholders that so wish to keep their Class A Ordinary Shares for the duration of the Extension (see Section 5 below for a description of the consequences of the approval of the Extension), the Company shall not automatically redeem public Class A Ordinary Shares, but provide instead to Public Shareholders the right to redeem their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to Initial Extension Deadline (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares. The gross redemption price of a Class A Ordinary Share is expected to be $10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest accrued on the Escrow Account as reduced by any taxes paid or payable. As noted in the IPO Prospectus, the amount held in the Escrow Account earns interest at a rate equal to the Secured Overnight Financing Rate less 5 basis points.
In the event that the Extension is not approved at the Extension EGM, the automatic redemption process described in the first paragraph above will complete, in accordance with Regulation 26 of the Memorandum and Articles of Association.
Submitting Class A Ordinary Shares for Redemption
Redemption elections can be made through the UK's Certificateless Registry for Electronic Share Transfer ("CREST") from 18 October 2023 for holders of depositary interests representing Class A Ordinary Shares. Class A Ordinary Shareholders wishing to participate in the redemption should contact their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares to access CREST. Redemptions cannot be submitted through means other than CREST. Full election instruction details will be provided directly within the CREST GUI Corporate Action event details under ISIN VGG0056A1030.
If a Class A Ordinary Shareholder wishes to redeem all or a portion of their depositary interests in Class A Ordinary Shares (a "Redeeming Shareholder"), they are required to submit their redemption election electronically through CREST by 1:00 pm BST at the latest on 23 October 2023 (the "Election Cut-off Time"). Redeeming Shareholders should instruct their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares in time for these to be tendered through CREST before the Election Cut-off Time. Please note that brokers, banks or other institutions through which depositary interests in Class A Ordinary Shares are held will establish their own cut-off dates and times for the tender of such securities, which may be earlier than the Election Cut-off Time. Redeeming Shareholders should check with their broker, bank or other institution to determine the appropriate procedures. Class A Ordinary Shareholders who validly elect 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 such will be made by Link Market Services Trustees Limited, acting as Depositary as soon as possible on or after 26 October 2023. The final redemption price per Class A Ordinary Shareholders will be confirmed prior to payment within CREST.
If a holder of Class A Ordinary Shares does not wish to redeem any of their Class A Ordinary Shares, they do not need to submit a redemption election through CREST or take any other action. The redemption of the Class A Ordinary Shares held by a Public Shareholder does not trigger the repurchase or redemption of any Warrants held by such Public Shareholder. Accordingly, Public Shareholders whose Class A Ordinary Shares are redeemed by the Company will retain all rights to any public Warrants that they may hold at the time of such redemption.
Withdrawal of elections to redeem
Any Redeeming Shareholder that has validly submitted their depositary interests in Class A Ordinary Shares for redemption through CREST may, prior to the Election Cut-off Time, notify the Depositary by email at the following address - shareholderenquiries@linkgroup.co.uk - that it wishes to withdraw
such submission.
4. No Additional Co-Sponsor Overfunding
Pursuant to the Memorandum and Articles of Association and as described in the IPO Prospectus, if the Initial Acquisition Deadline were extended through extensions for one or two periods of three months which are at the discretion of the Company (such type of extension, a "Discretionary Extension"), the Co-Sponsors agreed that they would commit further additional funds to the Company through the subscription of further Sponsor Warrants, in the proportions in which the Co-Sponsors have subscribed for Class B Shares and Sponsor Warrants prior to the date of the IPO Prospectus, the proceeds of which would be held in the Escrow Account as Additional Co-Sponsor Overfunding.
However, the Extension does not constitute a Discretionary Extension. As such, there will be no Additional Co-Sponsor Overfunding should the Extension be approved.
5. Consequences of Approving the Extension
Extension of Acquisition Deadline and Process in Case of Acquisition
If the Extension is approved, the Memorandum and Articles of Association will require the Company to complete an Acquisition by the Extended Acquisition Deadline (i.e., 25 January 2024). The Company cannot estimate how long it will take to identify suitable Acquisition opportunities and there can be no assurance that the Company will be able to identify any suitable target company and agree relevant terms of an Acquisition before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
Should the Company identify a target and agree on suitable terms for its Acquisition, the Company shall, prior to the completion of an Acquisition, and in accordance with the revised Memorandum and Articles of Association appended to this document as Exhibit A (the "Amended and Restated Memorandum and Articles of Association"):
· obtain the approval of the Public Shareholders for such Acquisition; and
· provide any remaining holders of Class A Ordinary Shares with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of an Acquisition at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the consummation of an Acquisition, divided by the number of then issued and outstanding Class A Ordinary Shares.
The Amended and Restated Memorandum and Articles of Association also provide that, in the event the Company does not complete an Acquisition by the Extended Acquisition Deadline, it may request Shareholders to approve a further extension of the deadline by which the Company must complete an Acquisition (a "Further Extension"). To pass such a resolution to approve a Further Extension would require the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which are present at a general meeting where such resolution is voted on. In the event the Company does not complete an Acquisition by the Extended Acquisition Deadline and no Further Extension is approved, the Company will cease all operations, except for the purpose of winding-up, following a procedure equivalent to the description included in Section 6 below and in accordance with the Restated Memorandum and Articles of Association.
Subscription of New Class B Shares by the Co-Sponsors
The Co-Sponsors have agreed to subscribe for an aggregate amount of 1,333,333 Class B Shares at a price of $1.50 per Class B Share as follows, subject to the approval of the Extension by Shareholders at the Extension EGM (the "Additional Sponsor Class B Shares"):
|
Co-Sponsor |
Subscription Amount |
Class B Shares Subscribed |
|
|
ACG Mining Limited |
US$750,000.00 |
500,000 |
|
|
De Heerd Investments Limited |
US$625,000.50 |
416,667 |
|
|
Argentem Creek Partners Limited |
US$624,999.00 |
416,666 |
|
|
Total |
US$2,000,000* |
1,333,333 |
|
|
*Adjusted for rounding |
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The Co-Sponsors have further agreed to (a) vote in favour of the Resolutions at the Extension EGM, including to approve the Extension, and (b) convert any or all of their Class B Shares, including the Additional Sponsor Class B Shares, into Class A Ordinary Shares at the Company's request. As part of the foregoing, loans from the Co-Sponsors of $975,000 have been capitalised.
Upon issuance of the Additional Sponsor Class B Shares, holders of Class B Shares other than the Co-Sponsors will be diluted accordingly. However, the number of Class A Ordinary Shares issuable upon automatic conversion of all Class B Shares at the time of an Acquisition will not change and remains equal to, in the aggregate, 20% of the total number of Class A Ordinary Shares that were in issue upon the completion of the IPO. The Additional Sponsor Class B Shares (and any Class A Ordinary Shares issuable upon conversion of such Additional Sponsor Class B Shares) are not subject to any lock-up arrangements.
At the date of this document, the Company has obtained irrevocable undertakings from existing Shareholders (including the Co-Sponsors) to vote their Shares in favour of the Extension holding 20.8% of the total outstanding Shares entitled to vote at the Extension EGM. The Company is seeking further irrevocable undertakings to vote in favour of the Extension from other significant Shareholders.
Possible dilutive effect on Public Shareholders in the event of exercise of redemption rights
If the Extension is approved and some Public Shareholders exercise their rights of redemption in respect of their Class A Ordinary Shares, the Company shall be required to return a proportion of the funds standing to their credit of the Escrow Account and to redeem the relevant Class A Ordinary Shares. This will result in the overall number of Class A Ordinary Shares outstanding being reduced while the number of Warrants will remain unchanged. The remaining Public Shareholders may therefore face increased dilution of their interests, mainly as a result of the increased proportion of outstanding Warrants relative to the number of outstanding Class A Ordinary Shares remaining following the exercise of redemptions by Public Shareholders.
Availability of funds to complete an Acquisition
In the event that there is a significant exercise of redemption rights, the Company shall also have less funds available in the Escrow Account to fund any Acquisition and will likely need to raise additional third party finance at the time of any Acquisition to meet its financing requirements, to pay any cash consideration if required, and to satisfy any minimum cash balance condition imposed as part of any Acquisition.
If the Company has insufficient funds available, the Company may be required to seek additional financing by issuing new equity or debt securities or securing debt financing. The Company may not receive sufficient support from its existing Shareholders to raise additional equity, and lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all.
In addition, raising additional third party financing may involve dilutive equity issuances (which the Company is able to do without requiring the prior approval of holders of its Shares) or the incurrence of indebtedness at higher than desirable levels, potentially up to, in each case, an amount sufficient to affect any larger than expected number of Class A Ordinary Shares submitted for redemption.
Possible dilutive effect on Public Shareholders in the event of issue of additional Class A Ordinary Shares
It is likely that the Company will decide that there is a need to raise additional third party finance at the time of any Acquisition. In that event, the Company may issue a substantial number of additional Class A Ordinary Shares to complete its Acquisition, including via a private investment in a public entity.
Such issuance of additional Class A Ordinary Shares:
· may significantly dilute the equity interest of existing Public Shareholders;
· could cause a change in control if a substantial number of Class A Ordinary Shares are issued, which could, among other things, result in the resignation or removal of the Company's present directors; and
· may adversely affect prevailing market prices for the Class A Ordinary Shares and/or Warrants.
Ability to Complete an Acquisition Before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension
While the Company would have until the Extended Acquisition Deadline to implement an Acquisition, the Company cannot estimate how long it will take to identify suitable Acquisition opportunities and there can be no assurance that the Company will be able to identify any suitable target company and agree relevant terms of an Acquisition before the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
Failure to identify a suitable Acquisition or to reach an agreement on acceptable terms could result from factors including (but not limited to) a lack of suitable target companies, absence of available funding on acceptable terms or at all, inability to raise capital, and increased competition for such target companies. Such competition may for example come from strategic buyers, sovereign wealth funds, other SPACs, and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions and business combinations. A number of these competitors may possess greater technical, financial, human and other resources than the Company and may be able to facilitate a more expedited acquisition process. Furthermore, some potential target companies have already entered into business combinations, and the Company believes that there are many SPACs seeking target companies for, and that may in the future undertake initial public offers in order to seek target companies for, business combinations. As a result, fewer attractive target companies may be available at any point prior to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate target companies post-business combination, thereby increasing competition. This could increase the cost of, or otherwise complicate or frustrate the Company's ability to find and consummate an Acquisition.
Any of these or other factors may place the Company at a competitive disadvantage in successfully negotiating or completing an attractive Acquisition. There cannot be any assurance that the Company will be successful against such competition and will be able to complete an Acquisition by the Extended Acquisition Deadline. This competition may result in a potential target company seeking a different buyer even after having spent considerable time negotiating with the Company, or may require a competitive bidding process in which the Company may ultimately not succeed.
Furthermore, even if an agreement is reached in respect of a target company, the Company may fail to complete such Acquisition, because shareholders of that target company do not approve the transaction, a required regulatory condition is not obtained, the Company does not have funding available or it is not able to raise capital on favorable terms or at all, other conditions precedent for completion for an Acquisition are not fulfilled, or for reasons beyond its control, such as material adverse changes in economic and market conditions.
In such circumstances, the Company will not be able to complete an Acquisition by the Extended Acquisition Deadline and, absent a Further Extension, will need to cease operations and return any remaining funds in the Escrow Account to Public Shareholders in the manner described in the Amended and Restated Memorandum and Articles of Association. There is no assurance that the Company will be able to complete an Acquisition by the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension.
The Company's negotiating position in light of the requirement to complete an Acquisition by the Extended Acquisition Deadline or such later date approved by its shareholders in case of a Further Extension
Any potential target company with which the Company enters into negotiations concerning an Acquisition will most likely be aware that the Company must complete its Acquisition by the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. Consequently, such target company may obtain leverage over the Company in negotiating its Acquisition, knowing that if the Company does not complete its Acquisition with that particular target company, it may be unable to complete an Acquisition with any target company.
As a result, the Company might at such time enter into an Acquisition on terms that are not as favourable to the Company and the Shareholders as they could be under different circumstances. This risk will increase as the Company gets closer to the Extended Acquisition Deadline or such later date approved by its Shareholders in case of a Further Extension. In addition, the Company may have limited time to conduct due diligence and, as a consequence, such due diligence may not reveal all relevant considerations or liabilities of a target business and the Company may enter into its Acquisition on terms that it would have rejected upon a more comprehensive investigation.
Following any redemption by Public Shareholders of their Class A Ordinary Shares, the Company may no longer have sufficient shares held in public hands for purposes of complying with the Listing Rules and, as a result, any remaining Class A Ordinary Shares may be suspended or cancelled from listing; the Company will also no longer comply with the guidance in the Listing Rules regarding the circumstances in which suspension of listing is not required upon the announcement of an Acquisition, which may result in the suspension of its Class A Ordinary Shares and Warrants. Any such suspension or cancellation will significantly reduce liquidity in the Class A Ordinary Shares and/or the Warrants, potentially for a significant period of time or definitively, and may adversely affect the price at which a holder can sell them.
Pursuant to Listing Rule 5.2.1R, the FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. Examples of circumstances where the FCA may cancel the listing of securities where it appears to the FCA that the issuer no longer satisfies its continuing obligations for listing include, under Listing Rule 5.2.2G(2), where the percentage of shares in public hands falls below 10% (the FCA may however allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors). For these purposes, shares are not held in public hands if they are, inter alia, held directly or indirectly by a director or persons connected with a director or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class or are subject to restrictions on transfer of more than 180 days.
Any redemptions by Public Shareholders of their Class A Ordinary Shares will result in the overall number of Class A Ordinary Shares outstanding being reduced. As noted above, the Co-Sponsors have agreed to convert any or all of their Class B Shares, including the Additional Sponsor Class B Shares, into Class A Ordinary Shares at the Company's request. Nevertheless, it cannot be excluded that the number of Class A Ordinary Shares in issue and held in public hands will be reduced following settlement of redemptions such that either: (i) the percentage of Ordinary Shares in public hands falls below 10% (meaning the Company would no longer comply with Listing Rule 14.2.2R); or (ii) the number of Ordinary Shares will not facilitate the smooth operation of the market. In each case, although the FCA may permit the Company a reasonable time to restore the percentage of shares held in public hands, the FCA may cancel the listing of the Class A Ordinary Shares.
In addition, as a result of the proposed amendments to the Memorandum and Articles of Association the Company will no longer comply with the guidance set forth in the Listing Rules pursuant to which suspension from listing for a SPAC is not required upon the announcement of a reverse takeover. As such, there will be a presumption that suspension of listing of the Class A Ordinary Shares and Warrants is required upon an Acquisition announcement, unless the Company can provide evidence to the FCA that it meets the requirements under Listing Rule 5.6.8G(1) that there is sufficient publicly available information about the proposed transaction. In such circumstances, if information regarding an Acquisition were to leak to the market, or the Board considered that there were good reasons for announcing the transaction at a time when it was unable to provide the market with sufficient information regarding the impact of an Acquisition on its financial position, the Class A Ordinary Shares and Warrants may be suspended from listing. Any such suspension would be likely to continue until sufficient financial information on an Acquisition was made public. Depending on the nature of the transaction (or proposed transaction) and the stage at which it is leaked or announced, it may take a substantial period of time to compile the relevant information, particularly where the target business does not have financial or other information readily available which is comparable with the information a listed company would be expected to provide under the UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules (for example, where the target business is not itself already subject to a public disclosure regime), and the period during which the Class A Ordinary Shares and Warrants would be suspended may therefore be significant.
Any such suspension or cancellation will significantly reduce liquidity in any remaining Class A Ordinary Shares and/or the Warrants, potentially for a significant period of time or definitely, and may adversely affect the price at which a holder can sell them.
Expected Financial Position of the Company in Case the Extension is Approved
In the event the Extension is approved and upon receipt of the proceeds from the Additional Sponsor Class B Shares net of associated costs, the Company estimates that it will have US$1.7 million of cash on hand for purposes of pursuing an acquisition. As at 25 October 2023, the Company estimates trade and other payables which relate to ongoing operations will amount to US$0.3 million. Amounts corresponding to Class A Ordinary Shares currently held by Public Shareholders that are not redeemed will be held as restricted cash and public share liabilities. The outstanding Warrants, which had a value as at 30 June 2023 of US$4.3 million will remain as a derivative liability. The Company estimates that, as at 25 October 2023, outstanding sponsor loans in the amount of $15.4 million will continue to be accounted for within the share/warrant subscription reserve.
The Board will only effect the Extension and amendment to the Memorandum and Articles of the Company if the Company receives the proceeds of the subscription of the Additional Sponsor Class B Shares from the Co-Sponsors by, at the latest, 30 October 2023. While the Company expects cash on hand will be sufficient to cover its working capital needs until the Extended Acquisition Deadline, in order to complete an Acquisition, the Company will require further funding from its Co-Sponsors or other investors to cover its ongoing costs prior to completion of an Acquisition.
6. Consequences of Not Approving the Extension
In the event that the Extension is not approved by Shareholders, the Memorandum and Articles of Association and, in turn, the date by which the Company must complete an Acquisition (i.e., 12 October 2023) will remain unchanged. Accordingly, in such situation, the Company will:
· continue ceasing all operations and intends to complete its winding up;
· on 26 October 2023, automatically redeem the Class A Ordinary Shares held by Public Shareholders, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account (less taxes payable and up to $US100,000 to pay dissolution expenses), divided by the number of then outstanding Class A Ordinary Shares held by Public Shareholders (which is expected to be approximately $10.325 per Public Share), which redemption will completely extinguish Public Shareholders' rights as Shareholders (including the right to receive further liquidation distributions (if any)); and
· as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Shareholders, liquidate and dissolve the Company's assets and liabilities, subject in each case to the Company's obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. In such case, the Warrants will expire worthless and any holder thereof will no longer have any rights thereunder.
In such circumstances, there can be no assurance as to the particular amount or value of the remaining assets at any such future time either as a result of costs from the unsuccessful Acquisition or from other factors, including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and dissolution process, applicable tax liabilities or amounts due to third-party creditors.
7. The Resolutions
In order to effect an Acquisition, the Company is tabling Resolutions relating to the following matters for consideration by its Shareholders:
(i) the proposed Extension of the Initial Acquisition Deadline (i.e., 12 October 2023) to the Extended Acquisition Deadline (i.e., 25 January 2024). To pass such resolution requires the affirmative vote of two-thirds of the votes of the Shares entitled to vote thereon which are present at the Extension EGM and vote;
(ii) a revised Memorandum and Articles of Association of the Company, in the form appended to this document as Exhibit A, to be approved. To pass such resolution requires the affirmative vote of two-thirds of the votes of the Shares entitled to vote thereon which are present at the Extension EGM and vote; and
(iii) a change in the Company's financial year, such that it shall end on December 31 of each calendar year. To pass such resolution requires the affirmative vote of a majority of the votes of the Shares of the Shareholders entitled to vote thereon which are present at the Extension EGM and vote.
8. Action to be taken by Shareholders
Form of Proxy
A Form of Proxy for use at the Extension EGM by holders of Class B Shares is enclosed with this document for use. The Form of Proxy must be returned to Link Group at 10thFloor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as possible but, in any event, so as to arrive no later than 10 a.m. (London time) on 23 October 2023 or 48 hours before any adjourned meeting.
The completion and return of a Form of Proxy will not preclude you from attending the Extension EGM and voting in person should you wish to do so, and should be done in accordance with the instructions contained in the notes to the Notice of the Extension EGM, as set out on page 14 of this document, and in the notes to the Form of Proxy.
Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion withhold from voting.
CREST voting and Form of Direction
In the case of holders of depository interests representing Class A Ordinary Shares in dematerialised form, an electronic instruction may be submitted through the CREST system in order to instruct Link Market Services Trustees Limited, the Depository, to vote on the holder's behalf at the Extension EGM by proxy or, if the meeting is adjourned, at the adjourned meeting. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take appropriate action on your behalf. Instructions can be submitted via the CREST system to be received by the issuer's agent, Link Group (ID:RA10) by 10 a.m. (London time) on 20 October 2023.
Alternatively, holders of depositary interests should complete the enclosed Form of Direction in accordance with the instructions printed thereon to direct Link Market Services Trustees Limited as the custodian of their shares how to exercise their votes. Any holder of depository interest who wishes to attend the Extension EGM must contact the Depositary at Link Market Services Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk in order to request a Letter of Representation no later than 10 a.m. on 20 October 2023. If any holder of depositary interests attends the Extension EGM without a letter of representation they will only be allowed to enter the Extension EGM as a guest and will not be allowed to vote. To be valid, the Form of Direction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Custodian at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England so as to be received no later than 10 a.m. (London time) on 20 October 2023 or 72 hours before any adjourned meeting.
In signing and returning the Form of Direction or otherwise submitting an electronic voting instruction through the CREST system, you will be representing that you are either: (a) outside the United States, or (b) a qualified institutional buyer (within the meaning given by Rule 144A under the US Securities Act of 1933). By continuing to hold their depositary interests following the date of the Notice, holders of depositary interests acknowledge and agree to be bound by the transfer restrictions set forth in the section headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandiswith respect to such depositary interests).
9. Board Recommendation
The Board unanimously considers the approval of all Resolutions to be in the best interests of the Company. Accordingly, the Board recommends that Shareholders vote in favour of all the Resolutions set out in the Notice of the Extension EGM. The Board will only effect the Extension and amendment to the Memorandum and Articles of the Company if the Company receives the proceeds of the subscription of the Additional Sponsor Class B Shares from the Co-Sponsors by, at the latest, 30 October 2023.
Your sincerely, Peter Whelan,
Chairman of the Board
ACG ACQUISITION COMPANY LIMITED
(Incorporated and registered in the British Virgin Islands with registered number 2067083)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT a meeting of the shareholders of the Company will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 25 October 2023 at 10 a .m. (London time) for the purposes of considering and, if thought fit, approving the following resolutions:
Resolution 1
THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 12 October 2023 to 25 January 2024
Resolution 2
THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company and appended to the shareholders circular in Exhibit A, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI
Resolution 3
THAT the Company's financial year be and is hereby altered to end on December 31 of each calendar year, with immediate effect, and that the Directors be and are hereby authorised to take all such steps as any of them may consider necessary or desirable to implement and give full effect to such change.
Da ted 17 October 2023
Registered Office
Cra igmuir Chambers
P.O. Box 71
Road Town, Tortola British Virgin Isla nds
Peter Whelan, by order of the Board
17 October 2023
(1) To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the register of members of the Company at 5 p.m. (London time) on 19 October 2023. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
(2) Shareholders, or their proxies, intending to attend the meeting in person are requested, if possible, to arrive at the meeting venue at least 20 minutes prior to the commencement of the meeting at 10 a.m. (London time) on 25 October 2023 so that their shareholding may be checked against the Company's register of members and attendances recorded.
(3) Depositary interest holders who are CREST members may appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
(4) In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 10 a.m. on 20 October 2023. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(5) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
FORM OF PROXY
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Proxy - Extraordinary General Meeting of Shareholders to be held on 25 October 2023
Kindly note: This form is issued only to the addressee(s). The Company accepts no liability for any instruction that does not comply with this form.
Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast the form will be rejected.
2. The "Withheld" option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that that a 'Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations made to this form should be initialled.
4.
The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5. Every holder has the right to appoint some other person of their choice, who need not be a Shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse).
6. Please ensure the completed voting instrument is returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England.
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To be effective, this form must be lodged at Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England no later than 48 hours before the commencement of the Meeting.
Form of Proxy
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Please use a black pen. Mark an "X" inside the box to indicate your directions, as shown in this example: I/We hereby direct the Chairman of the Meeting OR the following person:
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
As my/our proxy to attend and vote on my/our behalf at the meeting of shareholders of ACG Acquisition Company Limited to be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 25 October 2023 at 10 a.m. (London time) and any adjournment of that meeting.
Resolutions
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1. THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 12 October 2023 to 25 January 2024. |
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2. THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company and appended to the shareholders circular in Exhibit A, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI. |
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3. THAT the Company's financial year be and is hereby altered to end on December 31 of each calendar year, with immediate effect, and that the Directors be and are hereby authorised to take all such steps as any of them may consider necessary or desirable to implement and give full effect to such change. |
For |
Against |
Withheld |
I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
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Signature Date
DD / MM/ YY In the case of joint holders, only one holder need sign. In the case of a
corporation, the Form of Proxy should be signed by a duly authorised official whose capacity should be stated, or by an attorney.
FORM OF DIRECTION
ACG ACQUISITION COMPANY LIMITED
Registered number 2067083
Form of Direction - Extraordinary General Meeting of Shareholders to be held on 25 October 2023
Kindly note: This form is issued only to the addressee(s). The Custodian accepts no liability for any instruction that does not comply with this form.
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Explanatory Notes:
1. Please indicate, by placing "X" in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast the form will be rejected.
2. The 'Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
3. Any alterations to this form should be initialled.
4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5.
A member of CREST may use the CREST electronic voting appointment service via the CREST system, CREST messages must be received by the issuer's agent (ID number (ID: RA10) not later than 72 hours before the time appointed for the holding of the meeting.
6. Should the holder, or a representative of that holder, wish to attend the meeting and/o r vote at the meeting please ensure the relevant box is completed on the reverse. Upon receipt of this instruction, the registered holder, shown above, will receive a Letter of Representation from Link Group authorising the person detailed overleaf to attend on behalf of the holder.
7. Please ensure the completed voting instrument is returned to: Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England.
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To be effective, all votes must be lodged at the office of the Custodian no later than 72 hours before the commencement of the meeting.
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Form of Direction
Please use a black pen. Mark an "X" inside the box to indicate your directions; as shown in this example.
I/We hereby:
1) represent that I/we am/are either (a) outside the United States, or (b) a qualified institutional buyer (within the meaning given by Rule 144A under the US Securities Act of 1933); 2) represent that I/we am/are the holder of the depositary interests in Class A Ordinary Shares that are the subject of this Direction; 3) direct the Custodian "Link Market Services Trustees Limited" to vote on my/our behalf at the meeting of shareholders to be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England on 25 October 2023 at 10 a.m.(London time) and any adjournment of that meeting; and 4) by continuing to hold depositary interests following the date of execution of this form, acknowledge and agree to be bound by the transfer restrictions set forth in the section headed "Part XVI-Notices to Investors" in the Prospectus (mutatis mutandis with respect to such depositary interests).
Resolutions
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1. THAT the deadline by which the Company must complete an Acquisition in accordance with Regulation 26 of its Memorandum and Articles of Association be extended from 12 October 2023 to 25 January 2024. |
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2. THAT the Memorandum and Articles of Association of the Company be amended in the form recommended by the Board of Directors of the Company and appended to the shareholders circular in Exhibit A, with effect upon the satisfaction of the formalities required to effect such an amendment under the laws of the BVI. |
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3. THAT the Company's financial year be and is hereby altered to end on December 31 of each calendar year, with immediate effect, and that the Directors be and are hereby authorised to take all such steps as any of them may consider necessary or desirable to implement and give full effect to such change. |
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Withheld |
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Intention to attend
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Signature Date
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corporation, the Form of Direction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.
EXHIBIT A
Proposed Amended and Restated Memorandum and Articles of Association
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TERRITORY OF THE BRITISH VIRGIN ISLANDSBVI BUSINESS COMPANIES ACT 2004ACG ACQUISITION COMPANY LIMITEDA Company Limited by Shares |
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AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION |
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TERRITORY OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004
MEMORANDUM OF ASSOCIATION
OF
ACG ACQUISITION COMPANY LIMITED
(the Company)
A Company Limited By Shares
1. NAME
1.1. The name of the Company is ACG Acquisition Company Limited.
2. STATUS
2.1. The Company is a company limited by shares.
3. REGISTERED OFFICE AND REGISTERED AGENT
3.1. The first registered office of the Company is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
3.2. The first registered agent of the Company is Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands.
3.3. The Company may, by Resolution of Shareholders or by Resolution of Directors, change the location of its registered office or change its registered agent.
3.4. If at any time the Company does not have a registered agent it may, by Resolution of Shareholders or Resolution of Directors, appoint a registered agent.
3.5. Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting on behalf of the Company.
3.6. The registered agent shall:
(a) act on the instructions of the Directors if those instructions are contained in a Resolution of Directors and a copy of the Resolution of Directors is made available to the registered agent; and
(b) recognize and accept the appointment or removal of a Director by the Shareholders.
4. CAPACITY AND POWERS
4.1. Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and privileges.
4.2. For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.
4.3. Each Reserved Matter is subject to the restrictions set out in Clause 7.
5. NUMBER AND CLASSES OF SHARES
5.1. Shares in the Company shall be issued in the currency of the United States of America.
5.2. The Company is authorised to issue an unlimited number of shares divided into:
(a) an unlimited number of Class A Ordinary Shares with no par value; and
(b) an unlimited number of Class B Shares with no par value.
5.3. The Company shall not issue fractional Shares and fractional Shares generated by any corporate action may, at the discretion of the Directors, be rounded down to the nearest whole Share.
5.4. Shares may be issued in one or more series of Shares as the Directors may by Resolution of Directors determine from time to time.
6. RIGHTS OF SHARES
6.1. Each Class A Ordinary share confers upon the Shareholder:
(a) the right to attend any meeting of Shareholders;
(b) the right to one vote on any Resolution of Shareholders;
(c) the right to an equal share in any dividend paid by the Company with each other Share;
(d) the right to an equal share in the distribution of the surplus assets of the Company with each other Share;
(e) the right and obligation to be redeemed, purchased or acquired by the Company in accordance with the terms of the Articles; and
(f) such other rights and entitlements as may be specified in the Articles.
6.2. Each Class B Share confers upon the Shareholder:
(a) the right to attend any meeting of Shareholders;
(b) the right to one vote on any Resolution of Shareholders, except any votes taken in relation to the approval of an Acquisition; and
(c) the right to, and are subject to, conversion in accordance with Clause 6.4.
6.3. The Class B Shares do not confer upon the Shareholder:
(a) the right to an equal share in any dividend paid by the Company with each other Share; and
(b) the right to an equal share in the distribution of the surplus assets of the Company with each other Share.
6.4. Each Class B Share will automatically convert into Class A Ordinary Shares at the time of Acquisition, or earlier at the option of the holder thereof, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Class B Shares will equal, in the aggregate 20% of the total number of Class A Ordinary Shares in issue upon the completion of the Offering, and assuming all Class B Shares had converted into Class A Ordinary Shares as of the completion of the Offering.
7. RESERVED MATTERS
7.1. The following are Reserved Matters:
(a) entering into any agreements (including, but not limited to, agreements entered into in connection with the Acquisition) which provide for the payment by the Company of any break fee or other similar fee to any third party; and
(b) the incurring of any liability, except for (i) Permitted Indebtedness and (ii) liabilities which are both contingent upon and payable following the completion of an Acquisition provided that (a) the relevant creditors to which such liabilities pertain have agreed in writing with the Company that such liabilities shall only become due and payable on completion of an Acquisition and in no other circumstances, and (b) such creditors have waived any right, title, interest or claim of any kind in or to any monies held in or released from the Escrow Account, including (without limitation) in the event of a dissolution or liquidation of the Company, other than those amounts released to the Company from the Escrow Account in relation to an approved Acquisition (but not, for the avoidance of doubt, those amounts released in relation to shareholder redemptions in such circumstances).
7.2. Notwithstanding anything else in this Memorandum or the Articles, prior to the completion date of an Acquisition, a Reserved Matter must be approved by a Reserved Matter Shareholder Resolution.
8. REdemption, repurchase and surrender of shares
8.1. The Company may by Resolution of the Directors, redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to the Articles.
8.2. Subject to the provisions of the Act, and, where applicable, the rules of the London Stock Exchange and/or any competent regulatory authority, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of such Shares, except the Class A Ordinary Shares, shall be effected in such manner and upon such other terms as the Company may, by Resolution of Directors, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:
(a) Shareholders who hold Class A Ordinary Shares are entitled to request the redemption of such Shares in the circumstances described in Regulation 18;
(b) each Class B Share will automatically convert into Class A Ordinary Shares at the time of Acquisition, or earlier at the option of the holder thereof, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Class B Shares will equal, in the aggregate 20% of the total number of Class A Ordinary Shares in issue upon the completion of the Offering, and assuming all Class B Shares had converted into Class A Ordinary Shares as of the completion of the Offering; and
(c) Class A Ordinary Shares shall be repurchased by way of tender offer in the circumstances set out in Regulation 18.
8.3. Subject to the Act, and, where applicable, the rules of the London Stock Exchange and/or any competent regulatory authority, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Shareholder. For the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described at Clauses 8.2(a), 8.2(b), 8.2(c) above shall not require further approval of the Shareholders.
8.4. The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Act.
8.5. The Directors may accept the surrender for no consideration of any fully paid Share.
9. Variation of rights
9.1. The rights attached to Class A Ordinary Shares may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 66.6% of the issued Class A Ordinary Shares (or 50% per cent if approved in connection with the first Acquisition).
9.2. The rights attached to Class B Shares may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 66.6% of the issued Class B Shares (or 50% per cent if approved in connection with the first Acquisition).
9.3. The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with such existing Shares.
10. REGISTERED SHARES
10.1. The Company shall issue registered Shares only. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.
11. AMENDMENT OF THE MEMORANDUM AND THE ARTICLES
11.1. The Company may only amend this Memorandum or the Articles by a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of two-thirds of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted.
11.2. Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.
12. DEFINITIONS AND INTERPRETATION
12.1. In this Memorandum and the attached Articles, if not inconsistent with the subject or context:
Acceptance Period has the meaning given to it at Regulation 18.9.
ACG Sponsor means ACG Mining Limited, a BVI business company with number 2067090.
Acquisition means the acquisition by the Company or by any subsidiary thereof (which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganisation or similar acquisition) of an interest in an operating company or business (and, in the context of the Acquisition, references to a company without reference to a business and references to a business without reference to a company shall in both cases be construed to mean both a company or a business).
Acquisition Date means the date of completion of an Acquisition.
Acquisition Deadline means 25 January 2024, subject to any Extensions.
Acquisition EGM means a general meeting of the Shareholders convened in order to obtain Shareholder approval of an Acquisition.
Admission means admission of the Class A Ordinary Shares and Warrants to the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange.
Admitted Institutions means those institutions admitted to the London Stock Exchange.
Act means the BVI Business Companies Act 2004, as amended from time to time, and includes the BVI Business Companies Regulations 2012 and any other regulations made under the Act.
Advisor means Robert Friedland.
Anchor Investors means those institutional investors defined as such by the Directors (each, an Anchor Investor).
Appointing Director has the meaning given to it at Regulation 12.5.
ACP Sponsor means ACP II Trading LLC, a limited liability company incorporated under the laws of the Cayman Islands.
Articles means the attached articles of association of the Company.
Business Day means any day which is not a Saturday, Sunday or recognised public holiday in the British Virgin Islands or in England and Wales.
Audit Committee has the meaning given to it at Regulation 24.13.
Class A Ordinary Shares means the Class A Ordinary shares issued pursuant to the Offering.
Class A Ordinary Shareholders means holders of Class A Ordinary Shares.
Class B Shareholders means holders of Class B Shares.
Class B Shares means the Class B shares of no par value.
Co-Sponsors means the ACG Sponsor, the De Heerd Sponsor and the ACP Sponsor (each, a Co-Sponsor).
Cornerstone Investors means those institutional investors defined as such by the Directors (each, a Cornerstone Investor).
De Heerd Sponsor means De Heerd Investments Limited, a company incorporated in Hong Kong with registered number 744662.
Directors means directors of the Company.
Escrow Account means an escrow account held by the Company with the Escrow Agent.
Escrow Account Overfunding means the proceeds of the additional funds committed by the Co-Sponsors to the Company through the Co-Sponsor's subscription of Sponsor Warrants pursuant to the Initial Co-Sponsor Overfunding which will be held in the Escrow Account to fund the repurchase of the Class A Ordinary Shares from the Class A Ordinary Shareholders or other purposes in connection with the Escrow Account.
Escrow Agent means Citibank N.A. London.
Extension means an extension of the Acquisition Deadline beyond 25 January 2024 for such period as may be approved by a Resolution of Shareholders at a meeting of the Shareholders called for such purpose.
Extension EGM has the meaning given to it in the Extension EGM Circular.
Extension EGM Circular has the meaning given to it at Regulation 18.20.
FCA means the UK Financial Conduct Authority.
Founding Shareholders means any shareholder who founded or established the Company.
Initial Co-Sponsor Overfunding means the additional funds committed by the Co-Sponsors to the Company through subscription for 4,062,500 Sponsor Warrants at a price of $1.00 per Sponsor Warrant.
Institutional Investors means the Anchor Investors and the Cornerstone Investor.
Listing Rules means the listing rules of the FCA as amended from time to time.
London Stock Exchange means London Stock Exchange plc.
Memorandum means this memorandum of association of the Company.
Original Shareholder means each Class B Shareholder, excluding any Class B Shareholder who, for the time being, only holds Class B Shares as a result of a Permitted Transfer.
Offering means the proposed offering of the Class A Ordinary Shares and Warrants on behalf of the Company at the Offer Price and on the terms and subject to the conditions agreed upon by the Directors.
Offer Price means $10.00 per Class A Ordinary Share.
Official List means the official list maintained by the FCA.
Overfunding means the Initial Co-Sponsor Overfunding.
Permitted Indebtedness means:
(a) liabilities incurred on or following the closing date of the IPO not exceeding, in aggregate, $2,813,000, being the capital held by the Company outside the Escrow Account after the costs relating to the IPO have been paid, as disclosed in the IPO prospectus;
(b) any financing in connection with the Acquisition and associated financing fees, provided that the Acquisition and such financing and associated fees have been approved by a simple majority (more than 50%) of the Shareholders (excluding the Co-Sponsors);
(c) any loans made to the Company by the Co-Sponsors, provided that such Co-Sponsors have, in a written agreement with the Company, waived their rights to recourse against funds in, or released from, the Escrow Account in respect of any such loans, including, but not limited to, in the event of a dissolution and/or liquidation of the Company;
(d) any liabilities for the account of any party to the Acquisition (other than the Company) provided that the Acquisition and such liabilities have been approved by a simple majority (more than 50%) of the Shareholders (excluding the Co-Sponsors); and
(e) any other liabilities incurred by the Company in connection with its pursuit of an Acquisition not exceeding USD 500,000 in aggregate outstanding amount.
Permitted Transfer means a transfer of Class B Shares made in accordance with Regulations 6.2 to 6.5 (inclusive).
Permitted Transferees means:
(a) participants in one or more share or share-based incentive arrangements involving Class B Shares and Sponsor Warrants after Admission;
(b) the Directors, any affiliates or family members of any of the Directors, any members of the Co-Sponsors, or any affiliates of the Co-Sponsors;
(c) the Anchor Investors;
(d) in the case of an individual, by gift to a member of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable organisation;
(e) in the case of an individual, by virtue of distribution upon death of the individual;
(f) by private sales or transfers made in connection with the consummation of an Acquisition at prices no greater than the price at which the Sponsor Warrants were originally purchased;
(g) in the event of a liquidation of the Company prior to completion of an Acquisition;
(h) in the case of an entity, by virtue of the laws of its jurisdiction or its organisational documents or operating agreement; or
(i) in the event of completion of a liquidation, merger, share exchange, reorganisation or other similar transaction which results in all of the Class A Ordinary Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to completion of an Acquisition.
person includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons.
Prohibited Transaction has the meaning given to it at Regulation 6.12.
Proscribed Powers means the powers to:
(a) amend this Memorandum or the Articles;
(b) designate committees of Directors;
(c) delegate powers to a committee of Directors;
(d) appoint or remove Directors;
(e) appoint or remove an agent;
(f) approve a plan of merger, consolidation or arrangement;
(g) make a declaration of solvency or to approve a liquidation plan; or
(h) make a determination that immediately after a proposed distribution the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
Public Shareholders means Class A Ordinary Shareholders who are not the Co-Sponsors, the Directors or the Advisor and the Founding Shareholders.
Redeeming Shareholder has the meaning given to it at Regulation 18.2.
Redemption Arrangements has the meaning given to it at Regulation 18.6.
Redemption Date has the meaning given to it at Regulation 18.1.
Registrar means the BVI Registrar of Corporate Affairs.
Reserved Matter Shareholder Resolution means:
(j) a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of 85% of the votes of the Shares of the Shareholders entitled to vote thereon which were present at the meeting and voted; or
(k) a resolution consented to in writing by 85% of the votes of the Shares entitled to vote on such resolution.
Resolution of Directors means either:
(a) a resolution approved at a duly convened and constituted meeting of Directors or of a committee of Directors by the affirmative vote of a majority of the Directors present at the meeting who voted except that where a Director is given more than one vote, they shall be counted by the number of votes they cast for the purpose of establishing a majority; or
(b) a resolution consented to in writing by an absolute majority of the total number of Directors or by an absolute majority of all the members of a committee of Directors, as the case may be.
Resolution of Shareholders means either:
(a) a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of a majority of the votes of the Shares of the Shareholders entitled to vote thereon which were present at the meeting and voted; or
(b) a resolution consented to in writing by a majority of the votes of the Shares entitled to vote on such resolution.
Sanctioned Shares has the meaning given to it at Regulation 6.12.
Seal means any seal which has been duly adopted as the common seal of the Company.
Securities Act means the U.S. Securities Act of 1933, as amended.
Share means a share issued or to be issued by the Company.
Shareholder means a person whose name is entered in the register of members of the Company as the holder of one or more Shares.
Sponsor Director means Artem Volynets.
Sponsor Warrants means the warrants issued to the Co-Sponsors and Institutional Investors prior to the Offering.
Trading Days means a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Class A Ordinary Shares or Warrants are listed) is open for business (other than a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time).
U.S. Investment Company Act means the U.S. Investment Company Act of 1940, as amended, and related rules.
Warrant Instrument means the instrument constituting the Warrants executed by the Company.
Warrants means any warrants to subscribe for Class A Ordinary Shares issued or to be issued pursuant to a Warrant Instrument.
written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and in writing shall be construed accordingly.
12.2. In this Memorandum and the Articles, unless the context otherwise requires, a reference to:
(a) a Regulation is a reference to a regulation of the Articles;
(b) a Clause is a reference to a clause of this Memorandum;
(c) voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;
(d) a provision of law (including the Act) is a reference to that provision as amended or re-enacted;
(e) this Memorandum or the Articles is a reference to those documents as amended; and
(f) the singular includes the plural and vice versa.
12.3. Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days.
12.4. Any reference to a month shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month and a reference to a period of several months shall be construed accordingly.
12.5. Any words or expressions defined in the Act bear the same meaning in this Memorandum and the Articles unless the context otherwise requires or they are otherwise defined in this Memorandum or the Articles.
12.6. Headings are inserted for convenience only and shall be disregarded in interpreting this Memorandum and the Articles.
Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on 22nd of June 2021:
Incorporator
………………………………………………..……
Indira Ward-Lewis
Authorised Signatory
HARNEYS CORPORATE SERVICES LIMITED
TERRITORY OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004
ARTICLES OF ASSOCIATION
OF
ACG Acquisition Company Limited
A Company Limited by Shares
1. DISAPPLICATION OF THE ACT
1.1. The following sections of the Act shall not apply to the Company:
(a) section 46 (Pre-emptive rights);
(b) section 60 (Process for acquisition of own shares);
(c) section 61 (Offer to one or more shareholders);
(d) section 62 (Shares redeemed otherwise than at the option of company); and
(e) section 175 (Disposition of assets).
2. SHARES
2.1. Any issue of Shares shall be subject to Regulation 6.12.
2.2. Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting), the Act and, where applicable, the rules of the London Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to a dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Act and the Articles) vary such rights.
2.3. The Company may issue securities in the Company, which may be comprised of whole Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.
2.4. Upon request, a Shareholder is entitled to a certificate signed by a Director or officer of the Company, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares held by them and the signature of the Director, officer or authorised person and the Seal may be facsimiles.
2.5. Any Shareholder receiving a certificate shall indemnify and hold the Company and its Directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.
2.6. If several persons are registered as joint holders of any Shares, any one of such persons may give an effectual receipt for any distribution.
2.7. No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:
(a) the amount to be credited for the issue of the Shares; and
(b) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.
2.8. The consideration for a Share with par value shall be not less than the par value of the Share. If a Share with par value is issued for consideration less than the par value, the person to whom the Share is issued is liable to pay to the Company an amount equal to the difference between the issue price and the par value.
2.9. The Company shall keep a register of members containing:
(a) the names and addresses of the persons who hold Shares;
(b) the number of each class and series of Shares held by each Shareholder;
(c) the date on which the name of each Shareholder was entered in the register of members; and
(d) the date on which any person ceased to be a Shareholder.
2.10. The register of members may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.
2.11. A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.
3. REDEMPTION OF SHARES AND TREASURY SHARES
3.1. The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.
3.2. The Company may acquire its own fully paid Shares for no consideration by way of surrender of the Shares to the Company by the person holding the Shares. Any such surrender shall be evidenced in writing and signed by the person holding the Shares.
3.3. The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the Directors are satisfied, on reasonable grounds, that immediately after the purchase, redemption or other acquisition the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
3.4. Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares provided that the number of Shares purchased, redeemed or otherwise acquired and held as treasury shares, when aggregated with Shares of the same class already held by the Company as treasury shares, may not exceed 50% of the Shares of that class previously issued by the Company excluding Shares that have been cancelled. Shares which have been cancelled shall be available for reissue.
3.5. All rights and obligations attaching to a treasury share are suspended and shall not be exercised by the Company while it holds the Share as a treasury share.
3.6. Treasury shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.
4. MORTGAGES AND CHARGES OF SHARES
4.1. Shareholders may mortgage or charge their Shares.
4.2. There shall be entered in the register of members at the written request of the Shareholder:
(a) a statement that the Shares held by them are mortgaged or charged;
(b) the name of the mortgagee or chargee; and
(c) the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.
4.3. Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:
(a) with the written consent of the named mortgagee or chargee or anyone authorised to act on their behalf; or
(b) upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the Directors shall consider necessary or desirable.
4.4. Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:
(a) no transfer of any Share the subject of those particulars shall be effected;
(b) the Company may not purchase, redeem or otherwise acquire any such Share; and
(c) no replacement certificate shall be issued in respect of such Shares,
without the written consent of the named mortgagee or chargee.
4.5. The Directors may not resolve to refuse or delay the transfer of a Share pursuant to the enforcement of a valid security interest created over the Share.
5. FORFEITURE
5.1. Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares or securities issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid.
5.2. A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.
5.3. The written notice of call referred to in Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
5.4. Where a written notice of call has been issued pursuant to Regulation 5.2 and the requirements of the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.
5.5. If a Shareholder intends to offer, sell, transfer, assign, novate or otherwise dispose of any Shares or Warrants they shall do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act.
5.6. The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Regulation 5.4 and 5.5 and that Shareholder shall be discharged from any further obligation to the Company.
6. TRANSFER OF SHARES and warrants
6.1. A share may, subject to the provisions of the Articles, be transferred subject to the prior or subsequent approval of the Company contained in a Resolution of Shareholders or a Resolution of Directors.
6.2. Class B Shares may only be transferred in accordance with Regulations 6.3, 6.4 and 6.5.
6.3. An Original Shareholder (excluding any Anchor Investor) may transfer their Class B Shares to any of their Permitted Transferees without restriction as to price or otherwise. Any Anchor Investor who holds Class B Shares on the completion date of the Offering may transfer its Class B Shares in accordance with any agreement entered into between it and the Company prior to the Offering.
6.4. A Shareholder holding Class B Shares as a result of:
(a) a transfer by an Original Shareholder under Regulation 6.3; or
(b) a transfer by a Permitted Transferee of an Original Shareholder,
may transfer any or all such Class B Shares back to that Original Shareholder (or to one or more other Permitted Transferees of that Original Shareholder) without restriction as to price or otherwise.
6.5. An Original Shareholder may transfer their Class B Shares or Sponsor Warrants following the completion of the Offering to any Anchor Investor in the Offering with whom an agreement has been concluded on or before the date of the Offering among the Company, the Original Shareholders and such Anchor Investor.
6.6. Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration, provided that such transfer also complies with applicable laws of England and Wales. If the Shares in question were issued in conjunction with rights, options or warrants issued on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
6.7. In addition to the above, the instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the London Stock Exchange or in any other form approved by the officers of the Company and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time.
6.8. The transfer of a Share is effective when the name of the transferee is entered on the register of members.
6.9. If the Directors are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
(a) to accept such evidence of the transfer of Shares as they consider appropriate; and
(b) that the transferee's name should be entered in the register of members notwithstanding the absence of the instrument of transfer.
6.10. The personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.
6.11. The Directors may not resolve to refuse or delay the transfer of a Share unless:
(a) the Shareholder has failed to pay an amount due in respect of the Share; or
(b) such transfer would breach or cause a breach of: (i) the rules of the London Stock Exchange or any stock exchange on which the Shares may be listed; or (ii) applicable law or regulation at such times and for such periods as the Directors may from time to time determine.
6.12. Regulations 6.13 and 16.14 shall apply to any issue, transfer or disposal of any interest in a Share (the Sanctioned Shares) which would result in the Company becoming a sanctioned entity (a Prohibited Transaction).
6.13. Where a Prohibited Transaction occurs, none of the rights vested in a Shareholder relating to the Sanctioned Shares may be exercised, and all such rights are suspended until Regulation 6.14 has been complied with and such shares have been transferred to a third party. This includes but is not limited to any right to:
(a) attend or be counted in the quorum or vote either personally or by proxy at any meeting of the Shareholders or at any separate meeting of the holders of any class of Shares or upon any poll or to exercise any other right or privilege in relation to any meeting of the Shareholders or any meeting of the holders of any class of Shares;
(b) vote on any Resolution of Shareholders or consent to any other corporate action;
(c) receive dividends or other distributions in relation to such Shares (whether or not declared before or after the suspension);
(d) redeem or convert such Shares; or
(e) receive any surplus assets in the liquidation of the Company.
6.14. The Company will, no later than five (5) Business Days after becoming aware a Prohibited Transaction has taken place, cause the Sanctioned Shares to be sold on the open market in a transaction which is not a Prohibited Transaction (including, where such Sanctioned Shares are held in dematerialised form, by procuring the transfer of the depository interest representing the Sanctioned Shares), the cash proceeds of which will be delivered to the relevant Shareholder(s), subject to (x) deduction from any such cash proceeds of any applicable withholding taxes and of an amount equal to any stamp duty, stamp duty reserve tax, or any other capital gain, net income, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of such sale and (y) the delivery by the relevant Shareholder of any other information required by law or reasonably required by the Company.
7. MEETINGS AND CONSENTS OF ShareholderS
7.1. Any Director may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the Director considers necessary or desirable.
7.2. Upon the written request of Shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested the Directors shall convene a meeting of Shareholders.
7.3. The Director convening a meeting shall give not less than 7 days' notice of a meeting of Shareholders to:
(a) those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and
(b) the other Directors.
7.4. The Director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.
7.5. A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.
7.6. The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Shareholder or another Director, or the fact that a Shareholder or another Director has not received notice, does not invalidate the meeting.
7.7. A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.
7.8. The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.
7.9. The instrument appointing a proxy shall be in substantially the following form or such other form as approved by the Directors or as the chair of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy
ACG ACQUISITION COMPANY LIMITED
I/We being a Shareholder of the above Company HEREBY APPOINT …………
………………… of …………………………… or failing them ………..………………
of ………………………..…… to be my/our proxy to vote for me/us at the meeting
of Shareholders to be held on the …… day of …………..…………, 20…… and at any
adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this …… day of …………..…………, 20……
……………………………
Shareholder
7.10. The following applies where Shares are jointly owned:
(a) if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;
(b) if only one of the joint owners is present in person or by proxy they may vote on behalf of all joint owners; and
(c) if two or more of the joint owners are present in person or by proxy they must vote as one.
7.11. A Shareholder shall be deemed to be present at a meeting of Shareholders if they participate by telephone or other electronic means and all Shareholders or their authorised representatives participating in the meeting are able to hear each other.
7.12. A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than thirty percent (30%) of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders, provided that a meeting shall not be considered quorate if a majority of such shareholders present at such meeting are represented by a single Co-Sponsor.
7.13. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next Business Day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the Directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.
7.14. At every meeting of Shareholders, the chair of the board of Directors shall preside as chair of the meeting. If there is no chair of the board of Directors or if that chair is not present at the meeting, the Shareholders present shall choose one of their number to be the chair. If the Shareholders are unable to choose a chair for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chair failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.
7.15. The chair may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
7.16. At any meeting of the Shareholders the chair is responsible for deciding in such manner as they consider appropriate whether any resolution proposed has been carried or not and the result of their decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chair has any doubt as to the outcome of the vote on a proposed resolution, they shall cause a poll to be taken of all votes cast upon such resolution. If the chair fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chair of the result of any vote may immediately following such announcement demand that a poll be taken and the chair shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.
7.17. Subject to the specific provisions contained in this Regulation for the appointment of representatives of persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.
7.18. Any person other than an individual which is a Shareholder may by resolution of its Directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which they represent as that Shareholder could exercise if it were an individual.
7.19. The chair of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.
7.20. Directors may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.
7.21. An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts; each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.
8. UNtraceable members
8.1. Where any Shareholder is untraceable, the Company may sell any of their Shares provided that:
(a) no less than 3 checks for any sums payable in cash to such Shareholder have remained uncashed for a period of 12 years from the date of issue of the check;
(b) the Company not having during that time or before the expiry of the three-month period referred to in (c) below received any indication of the existence of the Shareholder or person entitled to such shares by death, bankruptcy or operation of law; and
(c) upon expiration of the 12-year period, an advertisement has been published in newspapers, giving notice of the Company's intention to sell those Shares, and a period of three months or such shorter period has elapsed since the date of such advertisement.
8.2. Where the Company sells the Shares of any untraceable Shareholder, the net proceeds of any such sale shall be held in the Company, and the net proceeds shall be accounted as a debt due to that untraceable Shareholder for an amount equal to such net proceeds.
9. DIRECTORS
9.1. The first Directors shall be appointed by the first registered agent within 6 months of the date of incorporation of the Company; and thereafter, the Directors shall be elected by Resolution of Shareholders or by Resolution of Directors. If, before the Company has any members, all of the Directors appointed by the registered agent resign or die or otherwise cease to exist, the registered agent may appoint one or more further persons as Directors.
9.2. No person shall be appointed as a Director or alternate Director, or nominated as a reserve Director, unless they have consented in writing to be a Director or alternate Director, or to be nominated as a reserve Director.
9.3. Subject to Regulation 9.1, the minimum number of Directors shall be one and there shall be no maximum number, provided that Directors who are affiliated with any single Co-Sponsor may not constitute a majority of the board of Directors.
9.4. Each Director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing them, or until their earlier death, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until their earlier death, resignation or removal.
9.5. No Director will be required to submit for re-election until the first annual general meeting of the Company following the Acquisition.
9.6. A Director may be removed from office:
(a) with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purpose of removing the Director or for purposes including the removal of the Director or by a written resolution passed by at least 75% of the votes of the Shares of the Company entitled to vote, provided that no Director appointed from the closing of the Offering until completion of the first Acquisition may be removed by a Resolution of Shareholders; or
(b) with cause, by Resolution of Directors passed at a meeting of Directors called for the purpose of removing the Director or for purposes including the removal of the Director.
9.7. A Director may resign their office by giving written notice of their resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A Director shall resign forthwith as a Director if they are, or become, disqualified from acting as a Director under the Act.
9.8. The Directors may at any time appoint any person to be a Director either to fill a vacancy or as an addition to the existing Director. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.
9.9. A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior to the expiration of their term of office.
9.10. Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole Director, the sole Shareholder/Director may, by instrument in writing, nominate a person who is not disqualified from being a Director as a reserve Director to act in the place of the sole Director in the event of their death.
9.11. The nomination of a person as a reserve Director ceases to have effect if:
(a) before the death of the sole Shareholder/ Director who nominated them,
(i) they resign as reserve Director, or
(ii) the sole Shareholder/Director revokes the nomination in writing; or
(b) the sole Shareholder/Director who nominated them ceases to be able to be the sole Shareholder/Director for any reason other than their death.
9.12. The Company shall keep a register of Director containing:
(a) the names and addresses of the persons who are Directors or who have been nominated as reserve Directors;
(b) the date on which each person whose name is entered in the register was appointed as a Director, or nominated as a reserve Director;
(c) the date on which each person named as a Director ceased to be a Director;
(d) the date on which the nomination of any person nominated as a reserve Director ceased to have effect; and
(e) such other information as may be prescribed by the Act.
9.13. The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of Directors.
9.14. A Director is not required to hold a Share as a qualification to office.
10. REmuneration of directors
10.1. Certain Class B Shares and Sponsor Warrants are intended to be used for one or more incentive arrangements after Admission, from which the executive directors and senior executives will be paid based on performance. The remaining incentive pool will be allocated among the employees of the Company and beneficial owners of the Co-Sponsors, on the basis of their contribution to the Company from time to time during its operations. It is intended that these equities will vest at the time of the Acquisition.
10.2. The Sponsor Director will be remunerated according to the terms of an agreed contract between the Sponsor Director and the Company.
10.3. The Sponsor Director will not be entitled to any additional fees for attendance on any committees of the board of Directors.
10.4. Each independent director will be entitled to a fee of $80,000 per annum for services in the role of non-executive Director. Additional fees of $20,000 per annum shall be payable for taking on the role of chairman of the Board, $15,000 per annum shall be payable for taking on the role of chairman of a committee of the board of Directors, and $10,000 per annum for serving as a member of a committee of the board of Directors.
10.5. All the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their Directors' duties relating to the Company.
11. POWERS OF DIRECTORS
11.1. The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.
11.2. Each Director shall exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising their powers or performing their duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.
11.3. If the Company is the wholly owned subsidiary of a parent, a Director may, when exercising powers or performing duties as a Director, act in a manner which they believe is in the best interests of the parent even though it may not be in the best interests of the Company.
11.4. Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.
11.5. The continuing Directors may act notwithstanding any vacancy in their body.
11.6. The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.
11.7. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.
12. PROCEEDINGS OF DIRECTORS
12.1. Any one Director may call a meeting of the Directors by sending a written notice to each other Director.
12.2. The Directors or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the Directors may determine to be necessary or desirable.
12.3. A Director is deemed to be present at a meeting of Directors if they participate by telephone or other electronic means and all Directors participating in the meeting are able to hear each other.
12.4. A Director shall be given not less than 3 days' notice of meetings of Directors, but a meeting of Directors held without 3 days' notice having been given to all Directors shall be valid if all the Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting.
12.5. A Director (the Appointing Director) may appoint any other Director or any other eligible person as their alternate to exercise the Appointing Director's powers and carry out the Appointing Director's responsibilities in relation to the taking of decisions by the Directors in the absence of the Appointing Director.
12.6. The appointment and termination of an alternate Director must be in writing, and written notice of the appointment and termination must be given by the Appointing Director to the Company as soon as reasonably practicable.
12.7. An alternate Director has the same rights as the Appointing Director in relation to any Directors' meeting and any written resolution circulated for written consent. An alternate Director has no power to appoint a further alternate, whether of the Appointing Director or of the alternate Director, and the alternate does not act as an agent of or for the Appointing Director.
12.8. The Appointing Director may, at any time, voluntarily terminate the alternate Director's appointment. The voluntary termination of the appointment of an alternate shall take effect from the time when written notice of the termination is given to the Company. The rights of an alternate shall automatically terminate if the Appointing Director dies or otherwise ceases to hold office.
12.9. A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of Directors, subject to a minimum of 2 and provided that Directors who are affiliated with any single Co-Sponsor may not constitute a majority of the board of Directors counted in convening a meeting.
12.10. If the Company has only one Director the provisions herein contained for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.
12.11. The Directors may appoint a Director as chair of the board of Directors. At meetings of Directors at which the chair of the board of Directors is present, they shall preside as chair of the meeting. If there is no chair of the board of Directors or if the chair of the board is not present, the Directors present shall choose one of their number to be chair of the meeting.
12.12. An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing by all Directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts.
13. COMMITTEES
13.1. The Directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.
13.2. The Directors have no power to delegate to a committee of Directors any of the Proscribed Powers.
13.3. A committee of Directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, may appoint a sub-committee and delegate powers exercisable by the committee to the sub-committee.
13.4. The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be governed by the provisions of these Articles regulating the proceedings of Directors with any necessary changes so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.
13.5. Where the Directors delegate their powers to a committee of Directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on Directors under the Act.
14. OFFICERS AND AGENTS
14.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors.
14.2. The emoluments of all officers shall be fixed by Resolution of Directors.
14.3. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.
14.4. The Directors may, by Resolution of Directors, appoint any person, including a person who is a Director, to be an agent of the Company.
14.5. An agent of the Company shall have such powers and authority of the Directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:
(a) the Proscribed Powers;
(b) to change the registered office or agent;
(c) to fix emoluments of Directors; or
(d) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.
14.6. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.
14.7. The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on them.
15. Financial Year
15.1. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year.
16. Mergers and consolidations
16.1. The Company shall have the power to merge or consolidate with one or more other constituent companies upon such terms as the Directors may determine by a Resolution of the Directors subject as may be permitted by the Act.
17. Acquisition
17.1. Notwithstanding any other Regulations of the Articles, this Regulation 17 shall apply during the period commencing upon the adoption of the Articles and terminating upon the completion of an Acquisition. In the event of a conflict between this Regulation 17 and any other Regulation, the provisions of this Regulation 17 shall prevail, and this Regulation may not be amended prior to the completion of an Acquisition without the approval of a Resolution of Shareholders.
17.2. Prior to the completion of an Acquisition, the Company shall:
(a) submit such Acquisition to its Shareholders for approval;
(b) obtain the approval of the Public Shareholders for such Acquisition (after ensuring that none of the Founding Shareholders, the Co-Sponsors or the Directors vote on the relevant resolution); and
(c) provide the Class A Ordinary Shareholders the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the Acquisition at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two Trading Days prior to the consummation of the Acquisition, divided by the number of then issued and outstanding Class A Ordinary Shares, provided that the solvency test in s.56 of the Act would not be breached as a result.
17.3. The Company shall initiate any approval of an Acquisition in accordance with 5.6.18AG of the Listing Rules and this shall include:
(a) obtaining the approval of the board of Directors; and
(b) the approval of the Class A Ordinary Shareholders.
17.4. In accordance with 5.6.18AG of the Listing Rules, the Company shall not submit an Acquisition to its Shareholders for approval without first obtaining the approval of the board of Directors.
17.5. In accordance with 5.6.18AG of the Listing Rules, the following may not participate in the board of Directors' discussion or resolution on the Acquisition:
(a) any Director who is, or an associate of whom is, a director of the target entity or of a subsidiary undertaking of the target entity under consideration for the Acquisition; and
(b) any Director who has a conflict of interest in relation to the target entity or a subsidiary undertaking of the target entity under consideration for the Acquisition.
17.6. In accordance with 5.6.18AG of the Listing Rules, where any Director has a conflict of interest in relation to the Acquisition, the Company shall publish, in sufficient time before submitting such Acquisition to its Shareholders for approval, a statement by the board of Directors that:
(a) the proposed Acquisition is fair and reasonable as far as the Public Shareholders are concerned; and
(b) the Directors have been so advised by an appropriately qualified and independent advisor.
17.7. At a general meeting called for the purposes of approving an Acquisition pursuant to this Regulation, in the event that a majority of the Public Shareholders voted are voted for the approval of the Acquisition, the Company shall be authorised to complete the Acquisition provided that if the Acquisition is to be completed by statutory merger under the Act, the relevant approvals under the Act are also obtained.
17.8. Prior to the completion date of an Acquisition, the Company shall take commercially reasonable efforts to procure that all vendors, service providers (other than its independent auditors and legal counsels), prospective target companies or businesses, and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in or released from the Escrow Account, including in the event of a dissolution and liquidation of the Company.
18. REDEMPTION
Redemption of Class A Ordinary Shares held by Public Shareholders at the time of the Acquisition
18.1. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the Acquisition at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two Trading Days prior to the consummation of the Acquisition (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares, subject to amongst other things the redemption limitations described in these Articles. On the date set by the Directors for the redemption of the relevant Class A Ordinary Shares (the Redemption Date), which will be on or about the Acquisition Date, the Company will be required to redeem any Class A Ordinary Shares properly delivered for redemption and not withdrawn.
18.2. Each Public Shareholder (a Redeeming Shareholder) may elect to have their Class A Ordinary Shares redeemed without attending or voting at the Acquisition EGM and, if they do vote, they may still elect to redeem their Class A Ordinary Shares irrespective of whether they vote for or against or abstain from voting on the proposed Acquisition. The Co-Sponsors and the Directors have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights in connection with the consummation of the Acquisition with respect to any Class A Ordinary Shares held by them.
18.3. For the avoidance of doubt, the Redemption Arrangements (as defined below) set out in this Regulation shall only apply to the Class A Ordinary Shares and not to any other class of Shares.
18.4. The amount in the Escrow Account is initially anticipated to be $10.325 per Class A Ordinary Share. There will be no redemption rights upon the consummation of the Acquisition with respect to the Warrants that have not been exercised for Class A Ordinary Shares. However, because Class A Ordinary Shareholders who wish to redeem their Class A Ordinary Shares in connection with the Acquisition will receive their pro rata share of the Escrow Account, the amount they receive may be less than $10.325 per Class A Ordinary Share (comprising $10.00 per Class A Ordinary Share representing the amount subscribed for by Class A Ordinary Shareholders together with the Class A Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, expected to be $0.325 per Class A Ordinary Share, and excluding any Class A Ordinary Shareholders' pro rata entitlement to any interest accrued on the Escrow Account (if any)).
18.5. In addition, as a matter of BVI law, the Company may only redeem Class A Ordinary Shares if the solvency test under s.56 of the Act will not be breached.
18.6. Subject to the above, the Company will redeem the Class A Ordinary Shares held by the Redeeming Shareholders in accordance with the arrangements described below and BVI law, under the following terms (together, the Redemption Arrangements).
Redemption price and Acceptance Period
18.7. The gross redemption price of a Class A Ordinary Share under the Redemption Arrangements is expected to be $10.325 per Class A Ordinary Share (comprising $10.00 per Class A Ordinary Share representing the amount subscribed for by Class A Ordinary Shareholders together with the Class A Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, expected to be $0.325 per Class A Ordinary Share, and excluding any Class A Ordinary Shareholders' pro rata entitlement to any interest accrued on the Escrow Account (if any)).
18.8. The Directors will set an acceptance period for the redemption of Class A Ordinary Shares under the Redemption Arrangements. The relevant dates will be included in the press release issued in connection with the convocation of the Acquisition EGM. The Acceptance Period shall in any event be the period from the day of the convocation of the Acquisition EGM ending on the second Trading Day preceding the Acquisition EGM (the Acceptance Period).
18.9. Redeeming Shareholders will receive the redemption price within two Trading Days after the Redemption Date. The Redemption Date will be set by the Directors and will be included in the press release issued in connection with the convocation of the Acquisition EGM. The Redemption Date is expected to be on or about Acquisition Date.
18.10. The notice of the Acquisition EGM that the Company will furnish to Class A Ordinary Shareholders in connection with an Acquisition will describe the various procedures that must be complied with in order to validly tender or redeem Class A Ordinary Shares. In the event that a Class A Ordinary Shareholder fails to comply with these procedures, their Class A Ordinary Shares may not be redeemed.
18.11. Class A Ordinary Shareholders may require the Company to redeem all or a portion of the Class A Ordinary Shares held by them if all of the following conditions have been met:
(a) the Redeeming Shareholder exercising their right to sell their Class A Ordinary Shares to the Company has notified the Company through their Admitted Institution by no later than 9:00 a.m. (London time) on the date two Trading Days after the date of the Acquisition EGM of its intention to transfer their Class A Ordinary Shares to the Company in accordance with the transfer instructions included in the press release issued in connection with the convocation of the Acquisition EGM; and
(b) the proposed Acquisition has been completed on or before the Acquisition Deadline.
Withdrawal of redemption notification
18.12. Any request to redeem Class A Ordinary Shares, once made, may be withdrawn up to two Trading Days prior to the Acquisition EGM (unless the Company elects to allow additional withdrawal rights).
18.13. Any notice of withdrawal must specify the name of the person having tendered the Class A Ordinary Shares to be withdrawn, the number of Class A Ordinary Shares to be withdrawn and the name of the registered holder of the Class A Ordinary Shares to be withdrawn, if different from that of the person who tendered such Class A Ordinary Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Admitted Institution, unless such Class A Ordinary Shares have been tendered for the account of any Admitted Institution. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its sole discretion, which determination will be final and binding. Public Shareholders should contact their custodian, bank or stockbroker to obtain information about the deadline by which such Class A Ordinary Shareholder must send instructions to the custodian, bank or stockbroker to withdraw their Class A Ordinary Shares for redemption and should comply with the dates set by such custodian, bank or stockbroker, as such dates may differ from the dates and times noted in these Articles or any subsequent publication on redemption.
18.14. Withdrawals of tenders for redemption of Class A Ordinary Shares may not be rescinded, and any Class A Ordinary Shares properly withdrawn will be deemed not to have been validly tendered for redemption. Class A Ordinary Shares may be re-tendered for redemption.
18.15. It may take up to two Trading Days for Class A Ordinary Shares that have been withdrawn to be unblocked and for the Public Shareholder to have the ability to trade such Class A Ordinary Shares. In addition, should a Public Shareholder withdraw its Class A Ordinary Shares and subsequently again wish to notify the Company of its intention to redeem its Class A Ordinary Shares such notification may not be able to be made in a timely fashion and such Class A Ordinary Shares may therefore not be able to be redeemed.
Transfer details
18.16. Redeeming Shareholders must transfer their Class A Ordinary Shares to the Company via an Admitted Institution by virtue of submitting an instruction via the custodian, bank or stockbroker where the securities account of the Redeeming Shareholder is held. The instructions for the transfer of the Class A Ordinary Shares will also be included in the shareholder circular or prospectus (as applicable) for the Acquisition EGM.
Cancellation or placement of Class A Ordinary Shares redeemed
18.17. Following the occurrence of a redemption in accordance with this Regulation 18, the Directors may resolve:
(a) within one month following redemption, to place any or all of the Class A Ordinary Shares acquired by the Company from Class A Ordinary Shareholders with existing Shareholders or with third parties seeking to obtain Class A Ordinary Shares;
(b) to hold any or all of the Class A Ordinary Shares acquired by the Company from the Class A Ordinary Shareholders as treasury shares (subject to s.64(1)(c) of the Act, which prevents any company holding more than 50% of its shares in treasury); or
(c) to cancel any or all the Class A Ordinary Shares acquired by the Company from Class A Ordinary Shareholders.
18.18. For the avoidance of doubt, the redemption of the Class A Ordinary Shares held by a Redeeming Shareholder does not trigger the redemption of the Warrants held by such Redeeming Shareholder (if any). Accordingly, Redeeming Shareholders whose Class A Ordinary Shares are redeemed by the Company will retain all rights to any Warrants that they may hold at the time of redemption.
No redemption if the Acquisition is not completed
18.19. If the Acquisition is not approved or completed for any reason, then the Redeeming Shareholders will not be entitled to redeem their Class A Ordinary Shares for the applicable pro rata share of the Escrow Account.
Acknowledgement by the Company of the rights of Class A Ordinary Shareholders that elected to redeem their Class A Ordinary Shares prior to the Extension EGM
18.20. As described in the Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders published by the Company on 17 October 2023 (the "Extension EGM Circular"), the Company has provided Class A Ordinary Shareholders the right to redeem their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to 12 October 2023 (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares. The gross redemption price of a Class A Ordinary Share is expected to be $10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest accrued on the Escrow Account as reduced by any taxes paid or payable. Class A Ordinary Shareholders who validly elect to redeem their Class A Ordinary Shares as per the procedures described in the Extension EGM Circular shall have such Class A Ordinary Shares redeemed and payment in respect of such Class A Ordinary Shares will be made as soon as possible on or after 26 October 2023.
19. CONFLICT OF INTERESTS
19.1. A Director shall, forthwith after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors.
19.2. For the purposes of Regulation 19.1, a disclosure to all other Directors to the effect that a Director is a member, Director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
19.3. Subject to any rules or regulations of the London Stock Exchange or any laws or regulations governing companies listed on the London Stock Exchange, a Director who is interested in a transaction entered into or to be entered into by the Company may:
(a) vote on a matter relating to the transaction;
(b) attend a meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum; and
(c) sign a document on behalf of the Company, or do any other thing in their capacity as a Director, that relates to the transaction,
and, subject to compliance with the Act shall not, by reason of their office be accountable to the Company for any benefit which they derive from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.
20. INDEMNIFICATION
20.1. Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:
(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director; or
(b) is or was, at the request of the Company, serving as a Director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.
20.2. The indemnity in Regulation 20.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.
20.3. For the purposes of Regulation 20.2 and without limitation, a Director acts in the best interests of the Company if they act in the best interests of the Company's parent in the circumstances specified in Regulation 11.3.
20.4. The decision of the Directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that their conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.
20.5. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that their conduct was unlawful.
20.6. Expenses, including legal fees, incurred by a Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the Director to repay the amount if it shall ultimately be determined that the Director is not entitled to be indemnified by the Company in accordance with Regulation 20.1.
20.7. Expenses, including legal fees, incurred by a former Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former Director to repay the amount if it shall ultimately be determined that the former Director is not entitled to be indemnified by the Company in accordance with Regulation 20.1 and upon such terms and conditions, if any, as the Company deems appropriate.
20.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested Directors or otherwise, both as to acting in the person's official capacity and as to acting in another capacity while serving as a Director.
20.9. If a person referred to in Regulation 20.1 has been successful in defence of any proceedings referred to in Regulation 20.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.
20.10. The Company may purchase and maintain insurance in relation to any person who is or was a Director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a Director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.
21. Corporate RECORDS
21.1. The Company shall keep the following documents at the office of its registered agent:
(a) the Memorandum and the Articles;
(b) the register of members, or a copy of the register of members;
(c) the register of Directors, or a copy of the register of Directors; and
(d) copies of all notices and other documents filed by the Company with the Registrar in the previous 10 years.
21.2. Until the Directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of Directors at the office of its registered agent.
21.3. If the Company maintains only a copy of the register of members or a copy of the register of Directors at the office of its registered agent, it shall:
(a) within 15 days of any change in either register, notify the registered agent in writing of the change; and
(b) provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of Directors is kept.
21.4. The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine:
(a) minutes of meetings and Resolutions of Directors and committees of Directors; and
(b) minutes of meetings and Resolutions of Shareholders and classes of Shareholders.
21.5. Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.
21.6. The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act 2001 as from time to time amended or re-enacted.
22. SEAL
22.1. The Company shall have a Seal an impression of which shall be kept at the office of the registered agent of the Company. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.
23. DISTRIBUTIONS BY WAY OF DIVIDEND
23.1. The Directors may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
23.2. Dividends may be paid in money, shares, or other property.
23.3. The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends as appear to the Directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
23.4. Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Regulation 25 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.
23.5. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares.
24. ACCOUNTS AND AUDIT
24.1. The Company shall keep records and underlying documentation that are sufficient to show and explain the Company's transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.
24.2. The records and underlying documentation of the Company shall be kept at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine and if the records and underlying documentation are kept in a location other than the office of the registered agent, the Company shall provide the registered agent with a written record of:
(a) the physical address of the place at which the records and underlying documentation are kept; and
(b) the name of the person who maintains and controls the Company's records and underlying documentation.
24.3. If the location at which the records and underlying documentation are kept or the name of the person who maintains and controls the records and underlying documentation changes, the Company shall, within 14 days of the change provide its registered agent with:
(a) the physical address of the new location at which the records and underlying documentation are kept; and
(b) the name of the new person who maintains and controls the Company's records and underlying documentation.
24.4. The Company may by Resolution of Shareholders call for the Directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.
24.5. The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.
24.6. The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by Resolution of Shareholders or by Resolution of Directors.
24.7. The auditors may be Shareholders, but no Director or other officer shall be eligible to be an auditor of the Company during their continuance in office.
24.8. The remuneration of the auditors of the Company may be fixed by Resolution of Directors.
24.9. The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:
(a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and
(b) all the information and explanations required by the auditors have been obtained.
24.10. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.
24.11. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the Directors and officers of the Company such information and explanations as they think necessary for the performance of the duties of the auditors.
24.12. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company's profit and loss account and balance sheet are to be presented.
24.13. The Directors shall establish and maintain an audit committee (the Audit Committee) as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the FCA and the London Stock Exchange. Once formed, the Audit Committee shall meet at least once every financial quarter, or more frequently as the circumstances dictate.
25. NOTICES
25.1. Any notice, information or written statement to be given by the Company to Shareholders shall be in writing and may be given by personal service, mail, courier, email, or fax to such Shareholder's address as shown in the register of members.
25.2. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail addressed to the Company at the offices of the registered agent of the Company.
25.3. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth Business Day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted.
26. VOLUNTARY LIQUIDATION
26.1. The Company may by a Resolution of Shareholders or by a Resolution of Directors appoint a voluntary liquidator.
26.2. In the event the Company fails to consummate an Acquisition by the Acquisition Deadline the Company intends to:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than 10 Trading Days thereafter, redeem the Class A Ordinary Shares, with the per-share consideration expected to comprise $10.325 per Class A Ordinary Share (representing the amount subscribed for by Class A Ordinary Shareholders in the Offering together with Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding (expected to be $0.325 per Class A Ordinary Share)) together with the Class A Ordinary Shareholders' pro rata entitlement to interest accrued on the Escrow Account (if any), subject at all times to the Escrow Account containing sufficient proceeds, which redemption will completely extinguish Class A Ordinary Shareholders' rights as Shareholders (including the right to receive further liquidating distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Shareholders, liquidate and dissolve the Company's assets and liabilities, subject in each case to the Company's obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. In such case, the Class A Ordinary Shareholders may receive only $10.325 per Class A Ordinary Share, or less than $10.325 per Class A Ordinary Share, on the redemption of their Class A Ordinary Shares, and the Warrants will expire worthless and any holder thereof will no longer have any rights thereunder.
26.3. The balance of the Company's assets remaining after all liabilities have been paid shall, if possible, be distributed to the holders of Class A Ordinary Shares, for purposes hereof being considered to be Shares of the same class, pro rata to the number of Shares held by each Shareholder.
27. CONTINUATION
27.1. Subject to the Act, the Company may by Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.
Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on 22nd of June 2021:
Incorporator
………………………………………………..……
Indira Ward-Lewis
Authorised Signatory
HARNEYS CORPORATE SERVICES LIMITED
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