REG - Admiral Acquisition - Warrant Financing & Consent Solicitation Update

AcurenAnnouncement

05/07/2024 15:30

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RNS Number : 3757V  Admiral Acquisition Limited  05 July 2024

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.

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