REG - Admiral Acquisition - Initial Public Offering

ManAnnouncement

17/05/2023 08:15

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RNS Number : 7041Z  Admiral Acquisition Limited  17 May 2023

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF
APPLICABLE LAWS OF THAT JURISDICTION

 

This announcement is an advertisement and not a prospectus and not an offer
for sale, or a solicitation of an offer to acquire, securities in any
jurisdiction including in or into the United States, Australia, Canada, Japan
or South Africa. Investors should not subscribe for or purchase any
transferable securities referred to in this announcement except on the basis
of information in the prospectus (the "Prospectus") to be published by the
Company in due course in connection with the admission of its ordinary shares
(the "Ordinary Shares") and warrants (the "Warrants") to the Official List of
the Financial Conduct Authority (the "FCA") (by way of a standard listing
under Chapters 14 and 20, respectively, of the listing rules published by the
FCA under section 73A of FSMA as amended from time to time (the "Listing
Rules")) and to trading on the London Stock Exchange plc's (the "London Stock
Exchange") main market for listed securities (the "Admission"). Copies of the
Prospectus will, following publication, be available from the Company's
registered office at Ritter House, Wickhams Cay II, Road Town, Tortola,
VG1110, British Virgin Islands, during usual business hours on any day (except
Saturdays, Sundays and public holidays) and on the Company's website at
www.admiralacquisition.com (http://www.admiralacquisition.com) subject to
certain access restrictions.

 

Initial Public Offering ("IPO") of Admiral Acquisition Limited

17 May 2023

Admiral Acquisition Limited ("Admiral" or the "Company"), a British Virgin
Islands company founded by Sir Martin E. Franklin, Robert A.E. Franklin,
Michael E. Franklin, Ian G.H. Ashken, Desiree DeStefano and James E. Lillie
(the "Founders") is pleased to announce the results of its successful IPO by
way of a placing of Ordinary Shares with Warrants being issued to subscribers
of Ordinary Shares in the IPO on the basis of one Warrant per Ordinary Share
(the "Matching Warrants") (the "Placing").

Admiral has raised gross proceeds of $550,000,000 consisting of $539,500,000
through the placing of Ordinary Shares (with Matching Warrants) at a placing
price of $10.00 per Ordinary Share (the "Placing Price") and a further
$10,500,000 through the subscription of Founder Preferred Shares (with
Warrants being issued on the basis of one Warrant per Founder Preferred Share)
by the Founders through Mariposa Acquisition IX, LLC (the "Founder Entity"),
subject to Admission. Each Warrant entitles the holder to one quarter of an
Ordinary Share and Warrants will be exercisable in multiples of four Warrants
at a price of $11.50 per whole Ordinary Share. This Offering will enable the
Company to pursue its objective of acquiring a target company or business (the
"Acquisition"). There is no specific expected target value for the Acquisition
and the Company expects that any funds not used for the Acquisition will be
used for future acquisitions, internal or external growth and expansion,
purchase of outstanding debt and/or working capital in relation to the
acquired company or business. The Company's efforts in identifying a
prospective target business will not be limited to a particular industry or
geographic region.

Conditional dealings are expected to commence at 8.00 a.m. today under the
ticker symbol "ADMR" in respect of the Ordinary Shares. It is expected that
admission to a Standard Listing on the Official List of the FCA will become
effective and unconditional dealings in the Ordinary Shares and the Warrants
(under the ticker symbol "ADMW"), on the London Stock Exchange's main market
for listed securities will commence at 8.00 a.m. on 22 May 2023.

Jefferies International Limited ("Jefferies International") and UBS AG London
Branch ("UBS") are acting as joint global co-ordinators and joint bookrunners.
Jefferies International, Jefferies GmbH (collectively, "Jefferies") and UBS
are acting as the "Placing Agents". Admiral is represented by Greenberg
Traurig, LLP and the Placing Agents by Herbert Smith Freehills LLP.

For further information please contact:

 Jefferies             +44 (0) 20 7029 8000
 Dominic Lester

 Luca Erpici

 Philip Noblet

 Sam Barnett
 UBS AG London Branch  +44 (0) 20 7568 0000
 Thomas Raynsford

 Alexander Bloch

 Craig Young

 

Notes to editors on Admiral:

Admiral is a British Virgin Islands company founded by Sir Martin E. Franklin,
Ian G.H. Ashken, Desiree DeStefano, Michael E. Franklin, Robert A.E. Franklin,
and James E. Lillie (the "Founders"). The Company was created to pursue its
objective of acquiring a target company or business (the "Acquisition"). There
is no specific expected target value for the Acquisition and the Company
expects that any funds not used for the Acquisition will be used for future
acquisitions, internal or external growth and expansion, purchase of
outstanding debt and/or working capital in relation to the acquired company or
business. The Company's efforts in identifying a prospective target business
will not be limited to a particular industry or geographic region.

The Company has identified the following criteria and guidelines that it
believes are important in evaluating potential acquisition opportunities. The
Company intends to target companies or businesses that:

•               have a leading competitive industry position
with a defensible moat;

•               have strong underlying free cash flow
characteristics;

•               are established with a proven track record;

•               have an experienced management team; and

•               have a diversified customer and supplier base.

The Company may also decide to enter into an acquisition with a target company
or business that does not meet the above criteria and guidelines.

The Company's acquisition strategy will leverage what the Directors believe
are the competitive strengths of the Board and the Founders:

•               track record of delivering returns to
shareholders;

•               established deal sourcing capabilities;

•               industry knowledge;

•               creative capital management and allocation;

•               high name recognition and well-respected
reputations of the Founders; and

•               a disciplined acquisition approach.

The Founders, through Mariposa Acquisition IX, LLC (the "Founder Entity") will
commit $100,000,000, in aggregate, in connection with the Placing and the
subscription for the Founder Preferred Shares.

The Founder Entity will subscribe for 8,950,000 Ordinary Shares (with Matching
Warrants) at the Placing Price. The Founder Entity has also committed
$10,500,000 of capital for $1,000,000 Founder Preferred Shares (with Warrants
being issued on the basis of one Warrant per Founder Preferred Share).

The Founders have a track record of building growth oriented businesses on the
foundation of strategic planning, organic growth and opportunistic
acquisitions coupled with strong cash flow generation.

The Directors believe that the Founders' track records demonstrate their
respective abilities to source, structure and complete acquisitions, return
value to investors and introduce and complete operational improvements to
companies. Over the last 15 years, certain of the Founders, together with
various partners, have deployed approximately $8.0 billion of equity capital
raised through seven separate acquisition vehicles: (i) J2 Acquisition
Limited; (ii) Nomad Holdings Limited; (iii) Platform Acquisition Holdings
Limited; (iv) Justice Holdings Limited; (v) Liberty Acquisition Holdings
(International) Company; (vi) Liberty Acquisition Holdings Corp; and (vii)
Freedom Acquisition Holdings, Inc.

The directors of the Company (the "Directors"), all of whom are non-executive,
are:

•               Rory Cullinan (Chairman);

•               Sir Martin E. Franklin;

•               Robert A.E. Franklin;

•               Thomas V. Milroy (Independent); and

•               Melanie Stack (Independent).

The board of directors of the Company (the "Board") considers, Thomas V.
Milroy, Melanie Stack and, on appointment (as recommended by the U.K.
Corporate Governance Code), Rory Cullinan, the Chairman, to be independent in
character and judgment and free from relationships or circumstances which are
likely to impair or could appear to impair, their judgment.

In the event that an Acquisition has not been announced by the second
anniversary of Admission, the Board will recommend to Shareholders either that
the Company be wound up (in order to return capital to Shareholders and
holders of the Founder Preferred Shares, to the extent assets are available)
or that the Company continue to pursue the Acquisition for a further 12 months
from the second anniversary of Admission. The Board's recommendation will then
be put to a Shareholder vote (from which the Directors, the Founders and the
Founder Entity will abstain). In the event that the Company is wound up, any
capital available for distribution will be returned to Shareholders and
holders of Founder Preferred Shares in accordance with the Company's articles
of association (the "Articles"). No payment will be received by holders of
Warrants and the entire value of the Warrants will be lost. A Resolution of
Members (as defined in the Articles) is required to voluntarily wind-up the
Company unless the Directors determine by a resolution of the Directors that
the Company should be wound up at any time after an Acquisition has been
completed and when the Directors reasonably conclude that the Company is or
will become a dormant company.

Unless required by applicable law or other regulatory process, no Shareholder
approval will be sought by the Company in relation to the Acquisition. The
Acquisition will be subject to approval by a majority of the Board, including
a majority of the Chairman (if considered by the Board to be independent on
appointment) and those Directors of the Board from time to time considered by
the Board to be independent.

 

Important Notices

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
any jurisdiction including the United States, Australia, Canada, Japan or
South Africa. The securities referred to herein have not been registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not
be offered, sold, transferred or delivered, directly or indirectly, in or into
the United States absent registration under the Securities Act or an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of securities in the United
States. Subject to certain exceptions, the securities referred to herein may
not be offered or sold in Canada, Australia, Japan or South Africa. The offer
and sale of the securities referred to herein has not been and will not be
registered under the Securities Act, under the securities legislation of any
state or territory or jurisdiction of the United States or under the
applicable securities laws of Australia, Canada, Japan or South Africa.

The Ordinary Shares and the Warrants are being offered outside the United
States in offshore transactions within the meaning of and in accordance with
the safe harbour from the registration requirements provided by Regulation S
under the Securities Act. The Ordinary Shares and the Warrants are being
offered within the United States only to certain "accredited investors" as
defined in Rule 501(a) of Regulation D under the Securities Act or to persons
reasonably believed to be qualified institutional buyers, in reliance on Rule
144A under the Securities Act or another exemption from, or in a transaction
not subject to the registration requirements of the Securities Act. There will
be no public offering of the Ordinary Shares and the Warrants in the United
States.

This announcement does not constitute or form part of, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to buy
or subscribe for, any securities, nor should it or any part of it form the
basis of, or be relied on in connection with, any contract or commitment
whatsoever. This announcement is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information in the Prospectus to be
issued in due course by the Company in connection with the admission of the
Ordinary Shares and the Warrants to the Official List of the FCA and to
trading on the London Stock Exchange plc's main market for listed securities.
Copies of the Prospectus will, following publication, be available from the
Company's registered office and its website www.admiralacquisition.com. In the
event of any discrepancy between this announcement and the Prospectus in its
final form, the Prospectus will prevail. The information contained in this
announcement is for background purposes only. It is not the purpose of this
announcement to provide, and you may not rely on this announcement as
providing, a complete and comprehensive analysis of the Company's financial or
commercial position or prospects.

In the European Economic Area, this announcement and the Placing are and will
be only addressed to, and directed at, persons who are "qualified investors"
within the meaning of Article 2(e) of Regulation (EU) 2017/1129. In the United
Kingdom, this announcement and the Placing are and will be only addressed to,
and directed at: (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); and/or (ii) high
net worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Order;
and/or (iii) other persons to whom it may lawfully be communicated who in each
case are also "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (as amended). Under no circumstances should
persons of any other description rely or act upon the contents of this
announcement.

The date of Admission may be influenced by things such as market conditions.
There is no guarantee that Admission will occur and you should not base your
financial decisions on the Company's intentions in relation to Admission.
Securities to which this announcement relates may expose an investor to a
significant risk of losing the entire amount invested.

Persons considering an investment in such securities should consult an
authorised person specialising in advising on such securities. This
announcement does not constitute a recommendation concerning the Placing. The
value of shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Placing for the
person concerned. Past performance is not a guide to future performance.

The Placing and the distribution of this announcement and other information in
connection with the Placing in certain jurisdictions may be restricted by law
and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Jefferies International Limited is authorised and regulated by the FCA in the
United Kingdom. Jefferies GmbH is authorised and regulated by the
Bundesanstalt für Finanzdienstleistungsaufsicht in Germany. UBS is authorised
and regulated by the Financial Market Supervisory Authority in Switzerland and
authorised by the Prudential Regulation Authority ("PRA") and subject to
regulation by the FCA and limited regulation by the PRA in the United Kingdom.
Jefferies International Limited, Jefferies GmbH and UBS (the "Placing Agents")
are acting exclusively for Admiral and no one else in connection with the
Placing and Admission and will not be responsible or liable to anyone other
than Admiral for providing the protections afforded to their respective
clients or for providing advice in relation to the Placing and Admission and
or any transaction, arrangements or other matters referred to in this
announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Placing Agents, by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, each of the Placing Agents, and
their respective affiliates accepts no responsibility whatsoever for the
contents of this announcement, including its accuracy, completeness or
verification. The Placing Agents and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or its contents otherwise arising in connection herewith.

Information contained in this announcement may include 'forward-looking
statements'. All statements other than statements of historical facts included
herein, including, without limitation, those regarding the intentions, beliefs
or current expectations of the Company, the Directors or the Founders
concerning, among other things, the Company's objective, acquisition
strategies or opportunities, financing, financial condition, capital
resources, prospects and capital appreciation of the Ordinary Shares or the
Warrants are forward-looking statements. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future performance. The
Company's actual performance, financial condition and the development of its
acquisition and financing strategies may differ materially from the
forward-looking statements contained in this announcement. In addition, even
if the Company's actual performance, financial condition and the development
of its acquisition and financing strategies are consistent with the
forward-looking statements contained in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods.

 

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in delict, tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares and the Warrants
have been subject to a product approval process, which has determined that:
(a) the target market is eligible counterparties and professional clients,
each as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS");
and (b) all channels for distribution to eligible counterparties and
professional clients are appropriate (the "UK Target Market Assessment").

Any person subsequently offering, selling or recommending the Ordinary Shares
and Warrants (a "Distributor") should take into consideration the
manufacturers' relevant UK Target Market Assessment; however, a Distributor
subject to the UK Product Governance Requirements is responsible for
undertaking its own target market assessment in respect of the Ordinary Shares
and the Warrants (by either adopting or refining the manufacturers' UK Target
Market Assessment) and determining appropriate distribution channels.

Notwithstanding the UK Target Market Assessment, Distributors should note
that: the price of the Ordinary Shares and Warrants may decline and investors
could lose all or part of their investment; the Ordinary Shares and Warrants
offer no guaranteed income and no capital protection; and an investment in the
Ordinary Shares and/or the Warrants is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Ordinary
Shares or Warrants.

Each Distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and Warrants and determining
appropriate distribution channels.

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