NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS
ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER IF MADE
LONDON, Sept. 14,
2024 /PRNewswire/ -- The Board of TI Fluid Systems
notes the recent announcement by ABC Technologies Inc., a company
majority-owned by investment funds managed by Apollo Management IX,
L.P., regarding a possible offer for the Company.
The Board confirms that on 4 September
2024, it received a second unsolicited, highly preliminary
and non-binding all-cash proposal from ABC Technologies to acquire
TI Fluid Systems at a price of 176
pence per TI Fluid Systems share (the "Proposal"). This
followed a previous proposal at 165
pence per TI Fluid Systems share.
The terms of the second proposal represent a premium of 20.7% to
the closing share price of 145.8
pence on 13 September, prior to press speculation about a
potential offer for the Company.
The Board of TI Fluid Systems considered the Proposal in detail
with its advisers and unanimously concluded that it significantly
undervalued TI Fluid Systems and its prospects, and accordingly the
Proposal was rejected early last week.
The Board is confident in the strategy and prospects of the
Company.
The Board strongly urges shareholders to take no action at this
time. A further announcement will be made if and when
appropriate.
In accordance with Rule 2.6(a) of the Code, ABC Technologies is
required, by not later than 5.00 p.m.
(London time) on 12 October 2024, either to announce a firm
intention to make an offer for TI Fluid Systems in accordance with
Rule 2.7 of the Code, or to announce that it does not intend to
make an offer for TI Fluid Systems, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can only be extended with the consent of the
Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of
the Code.
This statement is being made by TI Fluid Systems without the
consent of ABC Technologies.
Enquiries:
TI Fluid Systems
plc
|
|
Kellie
McAvoy
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kmcavoy@tifs.com
+44 (0) 7354 846
374
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|
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Headland
Consultancy
|
|
|
Matthew
Denham
|
|
+44 (0)7551 825
496
|
Chloe
Francklin
|
|
+44 (0)7834 974
624
|
Goldman Sachs (Joint
Financial Adviser and Corporate Broker)
|
+44 (0) 20 7774
1000
|
Nimesh
Khiroya
|
|
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Axel Hoefer
|
|
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Tom Hartley
|
|
|
Ben Duell
|
|
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Peel Hunt LLP (Joint
Financial Adviser and Corporate Broker)
|
+44 (0) 20 7418
8900
|
Mike Bell
|
|
|
Marc Jones
|
|
|
Pete Mackie
|
|
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Sam Cann
|
|
|
Important information
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for TI Fluid Systems and no one
else in connection with the Proposal or any other matter referred
to in this announcement and will not be responsible to anyone other
than TI Fluid Systems for providing the protections offered to
clients of Goldman Sachs or for providing advice in relation to the
contents of this announcement or any matters referred to
herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA,
is acting exclusively as joint financial adviser and corporate
broker to TI Fluid Systems and for no one else in connection with
the matters referred to in this announcement and will not be
responsible to any person other than TI Fluid Systems for providing
the protections afforded to clients of Peel Hunt, nor for providing
advice in relation to the matters referred to herein. Neither Peel
Hunt nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Peel Hunt in connection with the matters
referred to in this announcement, or otherwise.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.TIFluidSystems.com by no later than 12 noon (London time) on the business day following the
date of this announcement. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms
that as at the close of business on 13
September 2024 its issued share capital consisted of
498,204,654 ordinary shares of £0.01 each.
The Ordinary Shares are voting shares (each such Ordinary Share
carries one vote per Ordinary Share) and are admitted to trading on
the main market of the London Stock Exchange under the
International Securities Identification Number GB00BYQB9V88.
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content:https://www.prnewswire.co.uk/news-releases/response-to-possible-offer-announcement-by-abc-technologies-inc-abc-technologies-302248407.html