REG - Admiral Acquisition - Anticipated completion date of Acuren acquisition

AcurenAnnouncement

19/07/2024 15:15

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RNS Number : 1436X  Admiral Acquisition Limited  19 July 2024

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--

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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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