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: 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.
