TIDMTIFS
RNS Number : 6756V
Goldman Sachs International
16 April 2021
Press release, 16 April 2021
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.
Result of placing of ordinary shares in TI Fluid Systems plc
("TI Fluid Systems")
Further to the announcement released on 15 April 2021 by BC
Omega Holdco, Ltd, (the "Seller"), the Seller announces that
pursuant to the Placing, the Seller and William L. Kozyra Living
Trust ("Bill Kozyra") have sold an aggregate of 52,430,914 ordinary
shares in the share capital of TI Fluid Systems plc, by way of an
accelerated bookbuild to institutional investors at a price of 280
pence per ordinary share, raising gross proceeds of
GBP146,806,559.
Following the completion of the Placing, the Seller will hold
231,064,632 ordinary shares in the capital of TI Fluid Systems,
representing approximately 44.41 per cent. of TI Fluid Systems'
entire issued share capital.
Residual shares from both the Seller and Bill Kozyra will be
subject to a 60-day lock-up undertaking (subject to certain
customary exceptions).
Goldman Sachs International ("Goldman Sachs") and Peel Hunt LLP
("Peel Hunt") acted as Lead Bookrunners in connection with the
Placing. Barclays Bank PLC, Citigroup Global Markets Limited,
Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and
Numis Securities Limited acted as Bookrunners in connection with
the Placing
BC Omega Holdco, Ltd is an entity indirectly controlled by
investment funds advised by Bain Capital, LP or its affiliates.
Enquiries
Goldman Sachs +44 (0) 20 7774 1000
Richard Cormack / Duncan Stewart / Bertie Milward
Peel Hunt +44 (0) 20 7418 8900
Jock Maxwell-Macdonald / Alistair Rae / Sohail Akbar / Mike
Burke
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This announcement is not for publication or distribution or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") (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 Regulation. For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.
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, persons who are
"qualified investors" within the meaning of the UK Prospectus
Regulation and 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. For
these purposes, the expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
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, Goldman Sachs, Peel Hunt,
Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank
AG, London Branch, J.P. Morgan Securities plc and Numis Securities
Limited (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.
Goldman Sachs, Barclays Bank PLC, Citigroup Global Markets
Limited and J.P. Morgan Securities plc are each authorised by the
Prudential Regulatory Authority ("PRA") and regulated by the
Financial Conduct Authority ("FCA") and the PRA. Peel Hunt and
Numis Securities Limited are each authorised and regulated by the
FCA. Deutsche Bank AG is authorised and regulated by the European
Central Bank and by BaFin, the German Federal Financial Supervisory
Authority, and, with respect to activities undertaken in the United
Kingdom, is authorised by the PRA with deemed variation of
permission, and is subject to regulation in the United Kingdom by
the FCA and limited regulation by the PRA. Each of the Managers is
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
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END
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