For
immediate release
ADMIRAL ACQUISITION
LIMITED
(the
"Company")
19 June 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").
Extension of deadline to participate
The Company today announces that the
deadline to participate in the warrant financing and consent to the
Warrant Amendment has been extended to Friday 5 July
2024.
For certificated warrantholders, the
deadline to consent to the Warrant Amendment and provide your
Warrant Exercise Commitment is 1:00 p.m. London time (8:00 a.m.,
New York City time), on Friday 5 July 2024, and for holders of
depositary interests representing the Company's warrants
("Depository Interests"),
the deadline to consent to the Warrant Amendment and provide your
Warrant Exercise Commitment is 1:00 p.m. London time (8:00 a.m.,
New York City time), on Friday 5 July 2024, unless, in either case,
extended by the Company.
Option to consent and exercise through CREST
The Company today also announces
that a holder of Depositary Interests may also conditionally
exercise their warrants at the Reduced Exercise Price and consent
to the Warrant Amendment by exercising their warrants through
CREST.
As set out in the Memorandum, to
participate in the warrant financing at the Reduced Exercise Price,
a warrantholder (or holder of Depositary Interests) must agree (i)
to exercise all warrants (or Depositary Interests in respect
thereof) held by it at the Reduced Exercise Price prior to the
closing of the Transaction and (ii) consent (or cause the consent
of any nominee or custodian in respect of Depositary Interests
representing warrants to be validly given) to the Warrant
Amendment.
Therefore, by conditionally
exercising warrants through CREST, a holder of Depositary Interests
will be voting in favour of the Warrant Amendment with respect to
such warrants and Computershare Company Nominees Limited, as
custodian, will treat any such conditional exercise as an
instruction to vote in favour of the Warrant Amendment with respect
to such number of warrants.
The exercise price of the warrants
has been temporarily reduced from $11.50 to the Reduced Exercise
Price until 1:00 p.m. London time on Friday 5 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 5 July 2024, unless
extended by the Company.
A certificated warrantholder and a
holder of Depositary Interests may still confirm their commitment
to conditionally exercise their warrants and consent to the Warrant
Amendment by completing the relevant forms as set out in the
Memorandum and returning it to Computershare Investor Services PLC
in accordance with the instructions set forth therein.
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, if the Warrant Amendment is not passed and the
subscription period for exercising the warrants remains unchanged,
they will no longer be able to exercise their warrants through
CREST.
A copy of the Memorandum can be
obtained upon request from the Company's registrar, Computershare
Investor Services PLC, by telephone on +44 (0)370 702 0000 or at
Computershare Investor Services PLC, Corporate Actions, The
Pavilions, Bridgwater Road, Bristol BS99 6AH.
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: AdmiralWarrants@computershare.co.uk
--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.
