REG - Admiral Acquisition - Warrant Financing & Consent Solicitation Update

Admiral AcquisitionAnnouncement

19/06/2024 07:00

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RNS Number : 9569S  Admiral Acquisition Limited  19 June 2024

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.

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