Spac started by ex-Rusal M&A wiz hunts for green metals giant
The Northern Miner
ACG Acquisition Company is a special purpose acquisition company (SPAC) aiming to benefit from favourable price conditions for new economy metals and other mining materials.
The Company’s co-sponsors are; 1) ACG Mining Limited, a BVI business firm whose main shareholder is Artem Volynets, 2) De Heerd Investments Limited, a Hong Kong-based asset manager with an extensive track-record of global investments, and 3) a trading entity managed by Argentem Creek Partners LP, an emerging markets specialist firm investing in special situations, private credit, high yield, and trade finance.
IXM entered into a Forward Purchase Agreement with the Company for an aggregate amount of up to $100 million, in a private placement that would occur simultaneously with the closing of the final acquisition, subject to the final decisions of IXM Investment Committee and the Company Board. IXM is one of the largest traders of physical non-ferrous metals and a wholly-owned subsidiary of CMOC, a leading global mining company dual listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange.
Global consumption of metals (including copper, nickel, lithium, cobalt, rare earths and others), is characterized by a growing imbalance between supply and demand, leading many to predict a new supercycle in commodities. Supply is constrained because of multi-year lead times required to bring a mine into production, combined with reduced levels of investment in new mines globally over the past decade. It is further constrained by the urgent need amongst consumer countries and industries to diversify supply away from Russian sources and realise greater resource security.
The global energy transition is expected to increase long-term consumption of new economy metals – these are crucial ingredients in clean-energy transport technologies, as well as in wind, solar and nuclear power. Additional demand drivers for metals as a whole include the global revival of commerce post-pandemic; global infrastructure spending initiatives; and significant new increases in defence-industry spending.
Prevailing market conditions present an opportune moment to invest, as valuations are attractive following recent corrections in the commodities and equity markets. ACG believes that its significant global network in the mining industry will be a key factor in enabling it to quickly identify a significant number of potential acquisition targets.
ACG’s team has an outstanding global network in the mining industry that will enable it to quickly identify a significant number of potential acquisition targets. The mining universe in these metals is geographically-diversified, and many target assets are privately-held and with relatively limited funding options, especially in an environment of tightening financial conditions.
ACG is therefore a good fit for these companies - providing them with funding and development opportunities, the benefit of ACG management’s strategic and operational expertise, and the application of rigorous ESG standards in management. The Company is one of few UK/European-listed SPACs focusing on the mining sector.
ACG’s leadership team has extensive relevant managerial, investment and M&A experience in the global mining sector. The Company’s directors and management, including Peter Whelan (Independent Chairman), Artem Volynets (CEO & Executive Director), Carole Whittall (CFO), Warren Gilman (Independent Non-Executive Director), Hendrik Faul (Independent Non-Executive Director) and Mark Cutis (Independent Non-Executive Director), bring a commitment to Environmental, Social and Governance (“ESG”) principles and strong corporate governance, as well as significant professional networks. These include access to many mining companies and investment sources globally.
ACG will also be advised by Robert Friedland, founder and Chairman of Ivanhoe Capital Corporation, and Executive Co-Chairman of Toronto-listed Ivanhoe Mines.
Mr. Volynets has 25 years of experience in mergers and acquisitions, capital markets, and senior corporate management roles. He has led private and public transactions worth more than $30 billion and managed leading businesses in the metals and mining industry.
Mr. Volynets established ACG in 2014, as an advisory and investment management firm, through which he worked on a number of cross border transactions in the mining and metals sector in Eurasian emerging markets. These transactions utilized his extensive experience of M&A-led sector consolidation, his local knowledge and networks, and his global industry and investor connections.
Between 2018 and 2021, Mr. Volynets led the transformation of London-listed Chaarat Gold, via an M&A-driven strategy from a development business with no production or cash flows into a fully-operational producer. At the end of his tenure as Chief Executive Officer, Chaarat had three assets in Kyrgyzstan and Armenia, 63 koz of gold equivalent production (in 2021), 9.5 moz of resources, and had raised over $175 million in various forms of funding. Mr. Volynets stepped down on 5 August 2021 from his role as Chaarat CEO to focus on the Company.
As a key strategy & M&A executive in the Eurasian aluminium industry from 2003 to 2013, Mr. Volynets has led several high-profile transactions that consolidated this sector. These include: the three-way merger between Sual, Rusal and Glencore’s alumina assets to create UC Rusal ($8.5 billion); UC Rusal’s acquisition of a 25% strategic stake in Norilsk Nickel ($12.6 billion); and its $2.2 billion IPO on the Hong Kong Stock Exchange. As CEO of En+ (2010-2013), Mr. Volynets also spearheaded cooperation and joint ventures with China’s Norinco, Yangtze Power and Shenhua.
From 1997 to 2003, Mr. Volynets was a management consultant and corporate finance advisor with Monitor Group in Boston and London, working on more than 25 major international strategy and M&A projects for world-leading companies in mining and metals, banking and telecommunications.
Mr. Volynets was a board director of Chaarat Gold, En+, UC Rusal and Eurosibenergo, and served as an independent non-executive director at Norilsk Nickel and as Chairman of International Aluminium Institute.
He obtained an MBA from Georgetown University in 1997 (in a joint program with INSEAD in France) and a BA in Economics from The American University in Washington DC in 1994 and also studied at Moscow State University in Moscow. He emigrated from the Union of Soviet Socialist Republics in 1991 and lives in London. He holds dual British and Russian nationality.
Peter Whelan is a British national and independent Chairman. He is a former partner at PwC and managing director at NM Rothschild. Mr Whelan is a specialist adviser in initial public offerings (“IPOs”), having advised on numerous IPOs to date, and has particularly deep experience in the execution of IPOs across emerging markets. Mr Whelan is also a director of Iris Audio Technologies.
Mr Whelan is a senior adviser and former investment banker having worked at PwC, NM Rothschild, the ABN AMRO Rothschild joint venture, and Flemings. From 2013 to 2020, he was a partner at PwC,where he was Head of Equity Advisory and UK IPO Lead.
From 2008 to 2013 he was a Managing Director and Head of Emerging Markets Equity Advisory at NM Rothschild.
From 2000 to 2008 he was Joint Head of Execution at ABN AMRO Rothschild and from 1994 to 2000 he worked in the Equity Capital Markets team at Flemings where he worked on a variety of transactions from South Africa including the listing of Billiton on the London Stock Exchange. He left the PwC partnership in 2020 and whilst he has retained a role as a Senior Adviser to the firm in equity market related transactions he co-founded Phene Capital Limited, a boutique independent advisory and consulting business.
Mr. Whelan started his career at KPMG, where he qualified as a chartered accountant and was seconded to the listing advisory team at the London Stock Exchange. He is a member of the Institute of Chartered Accountants in England & Wales and has a degree in Physics from Durham University.
Mr Whelan is a member of the Audit Committee and the Remuneration & Nomination Committee.
Warren Gilman was Chairman and CEO of private global mining investment company CEF Holdings Ltd. CEF Holdings Ltd. was 50% owned by the flagship public company of Mr Li Ka-Shing, CK Hutchison Holdings Ltd., and 50% by Canadian bank CIBC.
Mr. Gilman co-founded CIBC’s Global Mining Group in 1988. During his 26 years at CIBC he ran the mining investment banking teams in Canada, Australia and Asia, serving as Managing Director and Head of the Asia Pacific region for 10 years and latterly as Vice Chairman for CIBC World Markets.
Mr Gilman has acted as advisor to the largest mining companies in the world including BHP, Rio Tinto, Anglo American, Noranda, Falconbridge, Sumitomo Corporation, Mitsubishi Corporation, China Minmetals, Jinchuan and Zijin and has been responsible for some of the largest equity capital markets financings in Canadian mining history.
Mr. Gilman is Founder, Chairman and CEO of TSX listed Queen’s Road Capital investment Ltd. He is also a board member of NYSE/TSX-listed NexGen Energy Ltd, a uranium exploration and development company, and the Lead Director of NYSE-listed Gold Royalty Corp.
Mr. Gilman studied at Queen’s University and Western University in Canada.
Mr Gilman is Chair of the Remuneration & Nomination Committee and a member of the Audit Committee.
Mark Cutis is a seasoned banking and capital markets executive with extensive global experience having actively managed portfolios of assets as CIO and CEO on behalf of both private and state-owned capital managers, with an excellent record of profitability.
Most recently, Mr. Cutis both was CEO of Abu Dhabi Global Market, Group CFO, and Chief Advisor of Abu Dhabi National Oil Company (2018 – 2021), and immediately prior to that was founding CIO of Global Situations at Abu Dhabi Investment Council (2008 – 2018), a Middle East sovereign wealth fund.
Mr. Cutis has also run investment managers and financial institutions in London, Tokyo, and New York.
Prior to this, Mr Cutis held senior management roles at Bank of America, Morgan Stanley, Merrill Lynch, UniCredit and the European Bank for Reconstruction and Development, amongst others.
Mr. Cutis holds a BA in Monetary Economics and History from Emory University and an MBA in Finance from Wharton Business School.
Mr Cutis is chair of the Audit Committee and a member of the Remuneration & Nomination Committee.
Hendrik Faul has over 30 years of mining industry experience as both a qualified mining engineer and as a senior corporate manager, with demonstrated ESG leadership experience as well as operational and project execution experience across 5 continents.
Mr. Faul joined Anglo American in 2004, initially holding several senior engineering positions within its Technical and Base Metals divisions. From 2013 to 2019, Mr. Faul served as CEO of Anglo American’s copper business. Prior to this, he held roles as Anglo American’s Head of Mining (2011 to 2013) and as CEO of the group’s zinc business (2009-2010). Before his tenure at Anglo American, Mr Faul worked for mining contractor Brandrill Torex, where he held technical and general management roles. He began his career at Gencor in 1988.
Mr. Faul is a NED of London listed gold company Centamin plc, a position he has held since July 2020. He has also been a NED of Johannesburg listed Master Drilling Group Ltd since June 2020. Mr. Faul has previously held NED positions at London AIM-listed gold company Amara Mining (2011 to 2016), and JSE-listed Palabora Mining Company (2011 to 2013). Mr. Faul was Chairman of the International Copper Association from 2016 to 2018.
Mr. Faul holds a B(Eng) Mining Engineering degree from the University of Pretoria.
Mr Faul is a member of the Audit Committee.
Carole Whittall is an executive director and CFO of Yellow Cake plc., having joined to list the company on the London Stock Exchange in a successful IPO, raising US$200m. As part of the founding management team, Ms. Whittall established the company’s processes, procedures and policies and corporate functions and has participated in four successful capital raisings. Ms. Whittall will continue in these roles at Yellow Cake plc following admission.
Ms. Whittall is also a director and co-founder of Mining Strategies SARL, which provides M&A and transaction advisory services to the metals and mining sector. She has 25 years’ worth of management, corporate finance and M&A experience in the metals and mining sector.
Most recently, she was Vice President, Head of M&A at ArcelorMittal Mining, where she led acquisitive growth in the mining sector and streamlined the raw materials portfolio through divestment of non-core assets, establishment of mining joint ventures and public markets acquisitions. As a member of its Mining Executive Team, she was responsible for global M&A, government relations and corporate and social responsibility, serving as a board member of subsidiary companies and joint ventures.
Previously, she was with Rio Tinto where she held various senior commercial and business development roles. Her prior career was with JP Morgan and Standard Corporate and Merchant Bank in corporate finance.
Ms. Whittall studied at the University of Cape Town, South Africa, completing degrees in Geology and Geochemistry before completing an MBA at London Business School.
Mr. Friedland is the founder and chairman of Ivanhoe Capital Corporation (ICC). During the past 30 years, ICC has invested in a diverse portfolio of businesses, with a focus on mining and disruptive technologies, raising over $25 billion of capital for investment in over 30 countries.
Mr. Friedland is currently Chief Executive Officer and Chairman of Ivanhoe Electric Inc. (Ivanhoe Electric) and Executive Co-Chairman of Ivanhoe Mines Ltd (Ivanhoe Mines).
Ivanhoe Electric is an American technology and mineral exploration company publicly traded in the United States and Canada that is focused on combining advanced mineral exploration technologies, renewable energy storage solutions and electric metals projects predominantly located in the United States.
Ivanhoe Mines is a publicly traded company in Canada that operates the ultra-high-grade Kamoa-Kakula copper complex in the Democratic Republic of Congo, one of the largest copper deposits in the world, where Ivanhoe Mines commenced commercial production in 2021. Ivanhoe Mines is also developing two other large-scale, joint-venture mining projects in sub-Saharan Africa.
Mr. Friedland has been chairman, board member and shareholder of numerous natural resources companies, many of which are, or were, publicly traded.
Mr. Friedland launched his own $240 million SPAC, Ivanhoe Capital Acquisition Corp in late 2020, which completed its merger with SES AI Corporation (SES) a lithium-metal battery developer, in February 2022. Mr Friedland continues to serve as a director of SES.
Artem Volynets is the CEO and Executive Director of ACG Acquisition Company.
Tarek Fawaz has an established track record in asset management, M&A, and operating in emerging markets. Mr Fawaz is also currently vice president of the Lebanese International Business Council.
Michael Tory is an experienced corporate finance practitioner with a focus on helping companies solve complex financial problems. He is a co-founder of Ondra Partners, a financial advisory firm with offices in London and Paris.
Dominic Kwok is the Chief Investment Officer of De Heerd Investments. De Heerd is a Hong-Kong based asset manager with an extensive track-record of global investments across technology, commercial real estate and natural resources.
Prior to De Heerd, Dominic worked at The Blackstone Group in its real estate division. Prior to Blackstone, Dominic worked at Goldman Sachs in its TMT investment banking group. Dominic graduated cum laude with a concentration in Finance from The Wharton School of the University of Pennsylvania, where he was both a Joseph Wharton and Benjamin Franklin Scholar.
The ACP Sponsor is a trading entity managed by Argentem Creek Partners LP, an emerging markets specialist firm investing in special situations, private credit, high yield, and trade finance.
The Company intends to fully comply with London Stock Exchange governance and reporting obligations. The Company also intends to voluntarily observe the requirements of the UK Corporate Governance Code save as set out in the Company’s Prospectus.
The Company has formed two Board Committees, an Audit Committee and a Remuneration & Nomination Committee. Terms of reference for both Board Committees can be found below.
The Members of the Board Committees are as follows:
Mark Cutis (Chair)
Remuneration and Nomination Committee:
Warren Gilman (Chair)
Terms of Reference – Audit Committee