Admiral Acquisition Limited Warrant Financing & Consent Solicitation Update

RNS Number : 3757V

Admiral Acquisition Limited

05 July 2024

 

For immediate release

ADMIRAL ACQUISITION LIMITED

(the "Company")

5 July 2024

WARRANT FINANCING AND CONSENT SOLICITATION UPDATE

The Company announced on 22 May 2024 that it has entered into an agreement to acquire ASP Acuren Holdings, Inc., for approximately $1.85 billion as detailed in that announcement (the "Transaction") following which the Company despatched a warrant consent solicitation memorandum (the "Memorandum") to holders of its warrants seeking from those warrantholders: (i) a commitment (the "Warrant Exercise Commitment") to the exercise of their outstanding warrants at a reduced exercise price of $10.00 per whole ordinary share (the "Reduced Exercise Price"); and (ii) their consent to an amendment to the warrant instrument governing the warrants to shorten, conditional upon the consummation of the Transaction, the subscription period of the warrants to expire upon the consummation of the Transaction (subject to certain limited exceptions) rather than the current expiration date, being the third anniversary of the Company's consummation of an acquisition (the "Warrant Amendment").

Consent Solicitation

The Company announces that the warrant consent solicitation has now closed and as the required majority to pass the Warrant Amendment was not reached before the relevant deadline, the Warrant Amendment has not been passed. The subscription period of the warrants therefore remains unchanged and will expire on the third anniversary of the Company's consummation of an acquisition.

Option to exercise through CREST at the Reduced Exercise Price

The Company today also announces that for those warrantholders wishing to exercise their warrants conditional on closing of the Transaction, the exercise price of the warrants remains temporarily reduced from $11.50 to the Reduced Exercise Price until 1:00 p.m. London time on Friday 19 July 2024, unless extended by the Company.

Depositary Interest holders wishing to exercise their warrants, who hold their Depositary Interests through CREST, should send a USE (Unmatched Stock Event) instruction as set out below together with a remittance for the aggregate warrant subscription price in respect of which the warrants are being exercised. When sending a USE instruction, warrantholders should use the following participant and member account IDs when processing their instructions:

CREST Participant ID = RA68

CREST Member Account ID = WARSUB01

ISIN: VGG0093S1175

The USE instruction should be inputted to settle by 1.00 pm on Friday 19 July 2024, unless extended by the Company.

The relevant corporate action in CREST that should be utilised to exercise warrants at the Reduced Exercise Price is "Corporate Action No. 2".

If the Transaction is not consummated for any reason, the Company will treat as rescinded any warrant exercises received in connection with the warrant financing or otherwise promptly return the funds to the warrantholders or holders of Depositary Interests, as applicable, without interest in such a manner as determined by the Company in its sole discretion.

Holders of Depositary Interests should note that when the listing of the Company's ordinary shares and warrants on the Official List of the FCA and trading on the London Stock Exchange is cancelled or suspended at closing of the Transaction, they will no longer be able to exercise their warrants through CREST.

Further updates regarding the warrant financing and completion of the Transaction will be made in due course as appropriate.

Enquiries

For further information, please contact: [e-mail]

--Ends--

Distribution Restrictions

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not constitute or contemplate an invitation to participate in the warranting financing and/or the consent solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.

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