TIDMTIFS
RNS Number : 4705A
J.P. Morgan Securities PLC.
11 September 2018
Press release, 11 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed Placing of approximately 60 million ordinary shares in
TI Fluid Systems plc ("TI Fluid Systems" or the "Company")
J.P.Morgan Securities Plc (which conducts its UK investment
banking activity as J.P. Morgan Cazenove) ("J.P.Morgan Cazenove")
and Peel Hunt LLP ("Peel Hunt") have been appointed by BC Omega
Holdco, Ltd (the "Seller") as Lead Joint Bookrunners to explore the
opportunity to sell approximately 60 million ordinary shares
("Placing Shares") in the capital of TI Fluid Systems to
institutional investors. Other investment banks may be appointed by
the Seller to join the syndicate and assist with the sale.
The Seller currently owns 342,303,985 ordinary shares,
corresponding to 65.9 per cent of TI Fluid Systems' entire issued
share capital.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process (the "Placing") to institutional
investors. The bookbuilding period will commence today, 11
September 2018, and may close at any time on short notice. The
results of the Placing will be announced as soon as practicable
after the closing of the bookbuilding process.
In the context of the Placing, any of the ordinary shares in TI
Fluid Systems held by the Seller which are not sold in the Placing
will be subject to a 60-day lock-up undertaking (subject to certain
customary exceptions).
BC Omega Holdco, Ltd is an entity indirectly controlled by
investment funds advised by Bain Capital, LP or its affiliates.
TI Fluid Systems will not receive any proceeds from the
Placing.
Enquiries
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Lorenzo Soler
Luke Butterworth
Nicholas Hall
Peel Hunt
+44 (0) 20 7418 8900
Alastair Rae
Rory James-Duff
Mike Bell
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan or any other jurisdiction where such an announcement would be
unlawful. The distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession
this 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. No
action has been taken that would permit an offering of the Placing
Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration
under or an exemption from, or transaction not subject to, the
registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the Prospectus Directive
("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. In the United Kingdom this
announcement is only being distributed to, and is only directed at,
and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in
only with, Qualified Investors who are (i) investment professionals
falling with Article 19(5) of the UK Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated
(all such persons together being referred to as "relevant
persons"). Persons who are not relevant persons should not take any
action on the basis of this announcement and should not act or rely
on it.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to TI Fluid Systems and TI
Fluid Systems' shares. Such information has not been independently
verified. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
In connection with the Placing, J.P.Morgan Cazenove and Peel
Hunt (together, the "Managers") or any of their respective
affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for its own accounts such Placing Shares and other
securities of TI Fluid Systems or related investments in connection
with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by any
of the Managers and any of their respective affiliates acting as
investors for their own accounts. The Managers do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in TI Fluid Systems or its shares.
J.P.Morgan Cazenove, which is authorised by the Prudential
Regulatory Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA, and Peel Hunt, which is authorised
and regulated by the FCA, are acting for the Seller only in
connection with the Placing and no one else, and will not be
responsible to anyone other than the Seller for providing the
protections offered to clients the Managers nor for providing
advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to in this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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