Admiral Acquisition Limited Holding(s) in Company (8324A)

TIDMADMR TIDMTTM

RNS Number : 8324A

Admiral Acquisition Limited

26 May 2023

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

VGG0093S1092

Issuer Name

Admiral Acquisition Limited

UK or Non-UK Issuer

Non-UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Progeny 3, Inc.

City of registered office (if applicable)

Seattle

Country of registered office (if applicable)

United States

 
  Name           City of registered office    Country of registered office 
   P3-EQ, LLC     Wilmington, Delaware         United States 
               ===========================  ============================== 
 

4. Details of the shareholder

 
  Name                    City of registered office    Country of registered office 
   82FRS Holdings, LLC     Wilmington, Delaware         United States 
                        ===========================  ============================== 
   P3-EQ, LLC              Wilmington, Delaware         United States 
                        ===========================  ============================== 
 

5. Date on which the threshold was crossed or reached

22-May-2023

6. Date on which Issuer notified

25-May-2023

7. Total positions of person(s) subject to the notification obligation

 
                          % of voting rights      % of voting rights      Total of both in %      Total number of 
                          attached to shares      through financial       (8.A + 8.B)             voting rights held 
                          (total of 8.A)          instruments (total                              in issuer 
                                                  of 8.B 1 + 8.B 2) 
   Resulting situation 
    on the date on 
    which threshold 
    was crossed or 
    reached                18.535681               0.000000                18.535681               10000000 
                        ======================  ======================  ======================  ====================== 
   Position of 
    previous 
    notification (if 
    applicable) 
                        ======================  ======================  ======================  ====================== 
 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

 
Class/Type of shares    Number of direct        Number of indirect      % of direct voting      % of indirect voting 
ISIN code(if possible)  voting rights (DTR5.1)  voting rights           rights (DTR5.1)         rights (DTR5.2.1) 
                                                (DTR5.2.1) 
VGG0093S1092                                       10000000                                        18.535681 
                        ======================  ======================  ======================  ====================== 
Sub Total 8.A              10000000                                        18.535681% 
                        ==============================================  ============================================== 
 

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 
Type of financial           Expiration date  Exercise/conversion period  Number of voting rights    % of voting rights 
instrument                                                               that may be acquired if 
                                                                         the instrument is 
                                                                         exercised/converted 
 
Sub Total 8.B1 
                            ===========================================  =========================  ================== 
 

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

 
Type of financial   Expiration date  Exercise/conversion  Physical or cash     Number of voting     % of voting rights 
instrument                           period               settlement           rights 
 
Sub Total 8.B2 
                    =========================================================  ===================  ================== 
 

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

 
Ultimate controlling     Name of controlled       % of voting rights if  % of voting rights     Total of both if it 
person                   undertaking              it equals or is        through financial      equals or is higher 
                                                  higher than the        instruments if it      than the notifiable 
                                                  notifiable threshold   equals or is higher    threshold 
                                                                         than the notifiable 
                                                                         threshold 
   Jon Hemingway (sole 
    shareholder of          Progeny 3, Inc. 
    managing member)         (managing member)       18.535681                                     18.535681% 
                         =======================  =====================  =====================  ====================== 
   Progeny 3, Inc.          P3-EQ, LLC 
    (managing member)        (shareholder)           13.901761                                     13.901761% 
                         =======================  =====================  =====================  ====================== 
                            82FRS 
   Progeny 3, Inc.           Holdings, LLC 
    (manager)                (shareholder)           4.633920                                      4.633920% 
                         =======================  =====================  =====================  ====================== 
 

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

This notification reflects the initial public offering by Admiral Acquisition Limited of 53,975,000 ordinary shares, pursuant to which P3-EQ, LLC acquired 7,500,000 ordinary shares (13.901761%) and 82FRS Holdings, LLC acquired 2,500,000 ordinary shares (4.633920%).

With respect to the chain of controlled undertakings in item 9 above:

1) Jon Hemingway is the sole shareholder of Progeny 3, Inc.

2) Progeny 3, Inc. is the managing member of P3-EQ, LLC and the manager of 82FRS Holdings, LLC.

3) The table indicates that the voting rights over the shares held directly by the shareholders are exercisable indirectly by each of the undertakings and natural person in the chain of control above the shareholders.

12. Date of Completion

13. Place Of Completion

Seattle, Washington

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May 26, 2023 06:10 ET (10:10 GMT)