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REG - Peel Hunt LLP TI Fluid Systems PLC - Proposed Secondary Placing in TI Fluid Systems plc

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RNS Number : 3932I  Peel Hunt LLP  26 March 2024

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.

26 March 2024

Proposed Placing of approximately 30 million ordinary shares in TI Fluid
Systems plc ("TI Fluid Systems", or the "Company")

BC Omega Holdco, Ltd ("BC Omega Holdco") (the "Seller") announces its
intention to sell approximately 30 million ordinary shares ("Placing Shares")
in the capital of TI Fluid Systems to eligible institutional investors (the
"Placing").

The Seller currently owns 191,064,632 ordinary shares, corresponding to
approximately 37.25% of TI Fluid Systems' entire issued share capital.

The price per Placing Share will be determined by way of an accelerated
bookbuilding process to institutional investors. The Seller reserves the right
to sell additional Placing Shares subject to demand. The bookbuilding period
will commence with immediate effect following this announcement 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).

Peel Hunt LLP ("Peel Hunt") has been appointed by BC Omega Holdco as Sole
Global Co-ordinator and Bookrunner on the Placing.

BC Omega Holdco 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

Peel Hunt LLP (Sole Global Co-ordinator and Bookrunner)

Sohail Akbar / Jock Maxwell Macdonald / Nick Wilks

+44 (0) 20 7418 8900

 

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This announcement is not for publication or distribution or release, directly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, Peel Hunt or any of its 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 account 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 Peel Hunt and any of its
affiliates acting as an investors for their own account. Peel Hunt does 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.

Peel Hunt is authorised and regulated by the Financial Conduct Authority. Peel
Hunt 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 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 (mailto:rns@lseg.com)
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