TIDMADMR
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 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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END
ROINKOBNPBKKDPD
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May 17, 2023 02:00 ET (06:00 GMT)
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