Rule 2.10(c) Announcement
10/01/2025 07:00
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RNS Number : 8297S ABC Technologies Inc. 10 January 2025
DISCLOSURE UNDER RULE 2.10(C) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
10 January 2025
Disclosure under Rule 2.10(c)(ii) of the Takeover Code in respect of the
RECOMMENDED CASH ACQUISITION
for
TI FLUID SYSTEMS PLC
by
ABC TECHNOLOGIES ACQUISITIONS LIMITED
Update on the letters of intent provided by J O Hambro Capital Management
Limited
DISCLOSURE UNDER RULE 2.10(C) OF THE CODE
On 29 November 2024, the boards of TI Fluid Systems plc ("TI Fluid Systems")
and ABC Technologies Acquisitions Limited ("Bidco") announced that they had
reached agreement on the terms of a recommended cash offer pursuant to which
Bidco, a direct wholly-owned subsidiary of ABC Technologies Inc., will acquire
the entire issued and to be issued share capital of TI Fluid Systems pursuant
to Rule 2.7 of the Takeover Code (the "Acquisition"), to be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme") (the "Rule 2.7 Announcement").
The circular in relation to the Scheme was published or made available to TI
Fluid Systems Shareholders on 17 December 2024 (the "Scheme Document"). Unless
otherwise defined in this announcement, capitalised words and phrases used in
this announcement shall have the same meanings given to them in the Scheme
Document.
J O Hambro Capital Management Limited
As set out in the Rule 2.7 Announcement, Bidco had received a non-binding
letter of intent from J O Hambro Capital Management Limited ("J O Hambro")
dated 28 November 2024 to exercise (or procure the exercise of) voting rights
in favour of the resolutions relating to the Scheme and the Acquisition at the
Meetings in respect of 12,262,513 TI Fluid Systems Shares (representing
approximately 2.47 per cent. of the existing issued ordinary share capital of
TI Fluid Systems as at 28 November 2024, being the last Business Day before
the date of the Rule 2.7 Announcement) (the "J O Hambro Letter of Intent").
Under the J O Hambro Letter of Intent, J O Hambro is permitted to sell,
acquire or otherwise deal in TI Fluid Systems Shares at any time.
As noted in the Rule 2.10(c) announcement dated 20 December 2024, Bidco became
aware that J O Hambro had sold: (i) 199,790 TI Fluid Systems Shares on 16
December 2024; (ii) 735,335 TI Fluid Systems Shares on 17 December 2024; (iii)
1,910,852 TI Fluid Systems Shares on 18 December 2024.
As further noted in the Rule 2.10(c) announcement dated 31 December 2024,
Bidco became aware that J O Hambro had sold: (i) 940,968 TI Fluid Systems
Shares on 19 December 2024; (ii) 926,751 TI Fluid Systems Shares on 20
December 2024; (iii) 929,902 TI Fluid Systems Shares on 23 December 2024; (iv)
934,348 TI Fluid Systems Shares on 24 December 2024; and (v) 105,936 TI Fluid
Systems Shares on 27 December 2024.
As noted in the Rule 2.10(c) announcement dated 03 January 2025, Bidco became
aware that J O Hambro had sold: (i) 362,781 TI Fluid Systems Shares on 30
December 2024; and (ii) 12,575 TI Fluid Systems Shares on 31 December 2024.
Pursuant to a Form 8.3 released by J O Hambro on 03 January 2025, Bidco became
aware that J O Hambro had sold 256,215 TI Fluid Systems Shares on 02 January
2025. Pursuant to a further Form 8.3 released by J O Hambro on 08 January
2025, Bidco became aware that J O Hambro had sold 1,860,174 TI Fluid Systems
Shares on 07 January 2025.
In addition, Bidco became aware that J O Hambro had sold: (i) 1,838,917 TI
Fluid Systems Shares on 08 January 2025; and (ii) 1,247,969 TI Fluid Systems
Shares on 09 January 2025.
Therefore, the total number of TI Fluid Systems Shares which are subject to
the J O Hambro Letter of Intent has reduced to zero TI Fluid Systems Shares.
Total
As a result, the total number of TI Fluid Systems Shares which are subject to
either irrevocable undertakings or non-binding letters of intent is
154,521,146, representing approximately 31.14 per cent. of the issued ordinary
share capital of TI Fluid Systems as at close of business on 09 January 2025
(being the last Business Day before the date of this announcement).
ENQUIRIES:
Bidco and ABC Technologies +1 248 648 0173
Tom Hajkus
Lazard (Lead Financial Adviser to Bidco and ABC Technologies) +44 207 187 2000
Mohit Kohli
Richard Shaw
Keval Patel
Rory Anderson
FGS Global (PR Adviser to Bidco and ABC Technologies) +44 207 251 3801
Charlie Chichester +44 7917 086 227
Rory King
FURTHER INFORMATION
Lazard Frères & Co. LLC, together with its affiliate Lazard & Co.,
Limited (which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority) ("Lazard"), is acting exclusively as lead
financial adviser to ABC Technologies and Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Offer or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with this
announcement, any statement contained herein or otherwise.
Citi, which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting as financial adviser for ABC Technologies and
Bidco and for no one else in connection with the Offer and will not be
responsible to anyone other than ABC Technologies and Bidco for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the Offer, or any other matters referred to in this announcement. Neither
Citi nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Offer or otherwise.
Santander is a credit institution which is registered with the Bank of Spain
with number 0049. Banco Santander, S.A., London Branch is a branch of
Santander with its principal place of business located at 2 Triton Square,
Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is
subject to regulatory oversight on certain matters in the UK by the FCA and
the PRA. Santander is acting exclusively as financial adviser to ABC
Technologies and Bidco and no one else in connection with the matters referred
to in this document and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Santander or any of its affiliates, or for providing advice in relation to any
matter referred to in this document. Neither Santander, 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 Santander in connection with
this document or any matter referred to herein.
Scotiabank is acting as financial adviser to ABC Technologies and Bidco and no
one else in connection with the Offer and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of Scotiabank nor for providing advice in relation to the Offer or
any other matters referred to in this announcement. Neither Scotiabank 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 Scotiabank in
connection with this announcement, any statement contained herein or
otherwise.
TD Securities is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom and is acting exclusively for ABC Technologies and Bidco as
financial adviser and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of TD Securities, nor for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to
herein. Neither TD Securities nor any of TD Securities' affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of The Toronto-Dominion Bank
in connection with this announcement, any statement contained herein or
otherwise.
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TI Fluid
Systems in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the offer
document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of an Offer,
the offer document).
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
UK Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to TI Fluid Systems Shareholders who are
not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this announcement,
the Scheme Document or any accompanying document to any jurisdiction outside
the UK should refrain from doing so and seek appropriate professional advice
before taking any action. In particular, the ability of persons who are not
resident in the United Kingdom to vote their TI Fluid Systems Shares with
respect to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the offer document).
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).
Notice to U.S. TI Fluid Systems Shareholders
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the UK to schemes
of arrangement which differ from the disclosure requirements of the U.S.
tender offer and proxy solicitation rules. The financial information included
in this announcement has been prepared in accordance with generally accepted
accounting principles of the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of TI Fluid Systems Shares to enforce
their rights and any claim arising out of the U.S. federal laws, since Bidco
and TI Fluid Systems are located in a non-U.S. jurisdiction, and some or all
of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders of TI Fluid Systems Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, ABC Technologies or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, TI Fluid Systems Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with
Rule 14e-5(b) of the U.S. Exchange Act, Lazard, Citi, TD Securities and
Scotiabank will each continue to act as an exempt principal trader in TI Fluid
Systems Shares on the London Stock Exchange. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com (https://www.londonstockexchange.com/) .
U.S. TI Fluid Systems Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. TI Fluid Systems
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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) of the Takeover Code
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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
https://projectgolfoffer.com/ (https://projectgolfoffer.com/) by no later than
12 noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of this website nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
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