Herbert Smith Freehills has advised Jefferies and UBS as joint global co-ordinators and joint bookrunners on the English/US law aspects of the US$550 million IPO of shares and warrants of Admiral Acquisition Limited, a British Virgin Islands-organised company, and its standard listing on the London Stock Exchange.
Admiral was founded by Sir Martin E. Franklin, Ian G.H. Ashken, Desiree DeStefano, Michael E. Franklin, Robert A.E. Franklin, and James E. Lillie. Sir Martin in particular has substantial experience in London-listed acquisition vehicles over many years, including Platform Acquisition, Nomad and J2 and has a strong track record of building growth-oriented businesses.
Admiral Acquisition is significantly larger than the last completed London-listed acquisition company, ACG Acquisition's, US$125 million IPO in October 2022 (on which Herbert Smith Freehills also represented the placing agents). It also marks a return to the typical London structure that existed prior to the Financial Conduct Authority Listing Rule changes dated July 2021 that made US style structures possible in London, accommodating such matters as redemption rights and a shareholder vote on the acquisition, neither of which are part of Admiral's IPO.
The Herbert Smith Freehills team was led by Head of US Securities and Co-Head of Equity Corporate Finance Tom O'Neill and included Joint Managing Partner of the firm's Global Corporate Practice Mike Flockhart, associates Gaelen Perrone, Stephanie Notice and Jordan Mulevicz-McMath in London, as well as Disputes partner John O'Donnell and law clerk Kelly Adams in New York.
Tom O'Neill commented: "That the investor and regulatory scrutiny of US style acquisition companies would lead to the return of the traditional structure in London is not a surprise. There are just only a few sponsor groups that could get an IPO done in the current difficult market environment. Congratulations to the Admiral and advisory teams and best of luck for the next step."
Greenberg Traurig acted as Admiral's English/US legal counsel.