For immediate release
ADMIRAL ACQUISITION
LIMITED
(the
"Company")
19 July 2024
ANTICIPATED COMPLETION DATE
OF ACQUISITION OF ACUREN
The Company announced on 22 May 2024
that it had entered into an agreement to acquire ASP Acuren
Holdings, Inc., from funds advised by American Securities LLC, for
approximately $1.85 billion (the "Transaction"). The Company today announces that the completion of the
Transaction is presently anticipated to occur on Tuesday, 30 July
2024, subject to the satisfaction of any remaining closing
conditions, including certain regulatory approvals.
In anticipation of closing of the
Transaction, the Company intends to request that the listing of the Company's ordinary shares (ISIN: VGG0093S1092)
(the "Shares") and warrants
(ISIN: VGG0093S1175) (the "Warrants") on the Official List of
the Financial Conduct Authority (the "FCA") and trading of
the Shares and the Warrants on the main market for listed
securities on the London Stock Exchange is suspended with effect
from the start of trading on Tuesday, 30 July
2024.
In addition, conditional on closing
of the Transaction, the Company hereby gives notice of its
intention to request the FCA to cancel the listing
of the Shares and the Warrants on the Official List of the FCA and
to request the London Stock Exchange to cancel the admission to
trading of the Shares and Warrants on the main market for listed
securities on the London Stock Exchange. Pursuant to Listing Rule
5.2.8, the Company is required to give at least 20 business days'
notice of the intended cancellation of listing. Therefore,
conditional on closing of the Transaction on Tuesday, 30 July 2024,
it is anticipated that the cancellation of listing will become
effective from 8.00 am (GMT) on Monday, 19 August 2024 and that
trading in the Shares and Warrants would remain suspended between
Tuesday, 30 July 2024 and that time.
In connection with the funding of
the Transaction, the Company temporarily reduced the exercise price
of the Warrants from $11.50 to $10.00 per whole Share (the
"Reduced Exercise Price")
for those warrantholders wishing to exercise their warrants
conditional on closing of the Transaction (the "Warrant Financing").
In connection with the anticipated
closing date, the deadline for exercising Warrants at the Reduced
Exercise Price has been extended to 8:00 am New York time / 1:00 pm
London time on Monday, 29 July 2024.
The Shares issued upon exercise of
the Warrants are expected to be allotted immediately prior to the
consummation of the Transaction. 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
and promptly return the funds to the warrantholders or holders of
Depositary Interests. All unexercised Warrants will remain
outstanding following the closing of the Transaction on their
original terms.
Warrantholders and their agents may
contact the Company's agent, Computershare, on +44 (0) 370 702 0000
with any questions regarding their Warrant exercise.
--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.