Disclaimer
Important information
THIS SECTION OF THE WEBSITE CONTAINS INFORMATION AND DOCUMENTS RELATING TO AN ACQUISITION BY ACG ACQUISITION COMPANY LIMITED (“ACG”). ACCESS TO THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS ‘I DO NOT CONFIRM’ AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE ACQUISITION.
Disclaimer
THE INFORMATION IN THIS SECTION OF THE WEBSITE IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION.
The information in this section of the website is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into Australia, Canada, Japan, the Republic of South Africa, the United States, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (a “Restricted Jurisdiction”).
ELECTRONIC VERSIONS OF THE INFORMATION YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
The information in this section of the website is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of ACG (the “Securities”) in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The information in this section of the website is not directed to, and must not be accessed from, released, published, mailed or otherwise distributed, forwarded or sent, whether directly or indirectly and whether in whole or in part, in or into any Restricted Jurisdiction. Persons who take part of this information and are subject to the laws and regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, ACG disclaims any responsibility or liability for any violations of any such restrictions.
The information on the following web pages does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities in the United States or any other jurisdiction, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The Securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. Under the Securities Act, securities may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, into or within the United States absent registration or an exemption from registration. The Company does not intend to register any portion of its securities in the United States or to conduct a public offering of the securities in the United States. ACG will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940.
The Securities have not been and will not be registered under the applicable securities laws of any Restricted Jurisdiction, and therefore may not be offered or sold or for the account or benefit of any person having a registered address in, or located or resident in, any Restricted Jurisdiction.
With respect to any Member State of the European Economic Area (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. This information is only addressed to and is only directed at persons in member states of the European Economic Area (i) who are “qualified investors” (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any applicable implementing measures in the relevant home Member State under such Regulation, the “Prospectus Regulation”) or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. This information must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this information relates is only available to, and any invitation, offer or agreement to purchase, subscribe or otherwise acquire the same will be engaged in only with, Qualified Investors. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities.
Some of the information included in this section of the website may constitute an advertisement for the purposes of Regulation (EU) 2017/1129, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “U.K. Prospectus Regulation”) and underlying legislation, in which case, such information does not constitute a prospectus. Investors should read the prospectus published by the Company on 30 June 2023 in relation to an offering of Securities before making any investment decision (the “Prospectus”). Investors should not subscribe for any shares of ACG referred to in this section of the website except on the basis of the information contained in the Prospectus. In particular, before purchasing any securities or otherwise investing in ACG, persons viewing the information included in this section of the website should ensure that they fully understand and accept the risks that are set out in the Prospectus.
Except in respect of the Retail Offer (as defined in the Prospectus and as to which see below), the information in this section of the website is only being distributed to and is only directed at persons in the United Kingdom who are “qualified investors” within the meaning of Regulation 2(e) of the Onshored Regulation (EU) 2017/1129, Onshored Delegated Regulation (EU) 2019/980 and Onshored Delegated Regulation (EU) 2019/979, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “U.K. Prospectus Regulation”) who are persons (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”) or (ii) who fall within Article 49(2)(a) to (e) of the FPO, and other persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons”). This information must not be viewed, accessed, acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this information relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, Relevant Persons. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities.
The Retail Offer is being made only to retail investors resident and physically located in the United Kingdom. It is not being made into Australia, Canada, Japan, the Republic of South Africa, the United States, any member state of the European Economic Area or any other jurisdiction.
The release, publication or distribution of the information in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
The information contained on this website speaks only at the date of the relevant document or announcement reproduced on this website, and neither ACG nor any of its affiliated companies, has, or accepts any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this website at any time. Neither ACG, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this website by a third party.
The information may include statements, including ACG’s financial and operational medium-term objectives that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “aims”, “forecasts”, “continues”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect ACG’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to ACG’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of ACG, BMO Capital Markets Limited, Citigroup Global Markets Limited and RBC Europe Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in the information on the following web pages whether as a result of new information, future developments or otherwise.
Any investor should seek advice from an independent financial adviser as to the suitability of any action in connection with the Securities. Any such investor should take no action based on the information available in this website. Any investor action required in connection with the Securities will be set out in documents sent to or made available to them and any decision made by such investors should be made solely on the basis of information provided in those documents.
Any reference to a specific company or security does not constitute a recommendation to buy, sell, hold or directly invest in the company or its securities. Past performance does not guarantee future results, which may vary.
By selecting “I confirm” below, you confirm that you have read and understood the information, conditions and the instructions above, that you accept to be bound by them, that you are not a resident of, nor located in, any jurisdiction where accessing the information on this section of the website would constitute a violation of the relevant laws and regulations of that jurisdiction, and that you are a person who is permitted under applicable law and regulation to access the information in this section of the website.
You have indicated that you are located in a jurisdiction in respect of which the distribution of materials located on this website is restricted by law. We regret that due to regulatory restrictions, we cannot provide you with access to these materials.
Transaction Overview
On 12 June 2023, ACG agreed the acquisition of two cash-generative mining operations in Brazil, producing nickel sulphide and copper concentrates with low carbon emissions.
Critical minerals mined at the Brazilian sites will be refined in Europe and North America and then supplied to car manufacturers, fortifying the EV supply chain in western countries.
The Atlantic Nickel nickel sulphide mine in Santa Rita and the Mineraçao Vale Verde (“MVV”) copper mine in Serrote will be acquired on a cash and debt free basis from funds advised by Appian Capital Advisory LLP for an enterprise value of $1.0 billion1. Both mines are long-life, low-cost and ranked within the first decile for carbon emissions amongst all nickel and copper producers worldwide. They have a combined 2022 Adjusted EBITDA2 of $260 million.
The transaction is backed by equity commitments (subject to customary closing conditions, as applicable) from leading global investors: Glencore, Stellantis, and La Mancha. The transaction is also backed by other commitments from Royal Gold (royalty financing), Citigroup, ING and Societe Generale (senior debt), PowerCo (prepayment), and Appian (backstop to equity raise).
The Company, to be renamed ACG Electric Metals, will provide security of supply, full supply-chain accountability and low carbon emissions products to western EV manufacturers and other industrial customers. For investors, it offers exposure to long-term demand generated by the global energy transition, high-calibre management and governance, and a London-listed company with a vision for continued growth and further consolidation in the critical metals space. Its clear strategic focus is on the western electric vehicle supply chain.
1. Enterprise value of $1.0 billion plus $65 million associated with Appian’s contemplated gold royalty on MVV, for a total enterprise value of $1.065 billion, which is subject to a $100 million enterprise value to equity value bridge.
2. “2022 Adjusted EBITDA” means profit before taxation, finance income/expense, depreciation and amortization and the exclusion of the impact of certain items due to their materiality and nature to aid comparability, for the financial year ended 31 December, 2022.
Target Overview
ACG Electric Metals will comprise of the Atlantic Nickel and MVV mining complexes, producing nickel sulphide and copper respectively.
Nickel sulphide is readily processed through a more carbon-efficient route into the high quality forms of nickel that are used in the production of batteries for electric vehicles, while copper plays an essential role throughout the global energy transition more broadly.
Brazil is a mining-friendly jurisdiction. Both operations currently enjoy a high-skilled and experienced in-country management drawing on a skilled local workforce, and enjoy access to well-developed road and port infrastructure. Both also sit within the lowest 10% of the global carbon emissions curve.
The Atlantic Nickel complex at Santa Rita is a rare nickel sulphide resource, and the only nickel sulphide asset in South America. The operation has significant scale, with an average nickel-equivalent production of 31,000 tonnes per annum under a 33-year life of mine plan. It possesses an attractive life of mine average C1 cash cost in the first quartile of the global nickel cost curve
The MVV complex at Serrote is an open-pit mine producing high-quality copper, currently producing an average payable production of c.20kt of copper equivalent over a 12-year life of mine. Potential exists to extend the life of the mine and ore production. The complex also boasts an attractive package of exploration properties to provide satellite pits.
