Scheme of arrangement
17/12/2024 07:00
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RNS Number : 3096Q TI Fluid Systems PLC 17 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 December 2024
RECOMMENDED CASH ACQUISITION
of
TI Fluid Systems plc
by
ABC Technologies Acquisitions Limited
(a newly-formed company wholly-owned by ABC Technologies Inc.)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
On 29 November 2024, the boards of directors of ABC Technologies Acquisitions
Limited ("Bidco") and TI Fluid Systems plc ("TI Fluid Systems") announced that
they had reached agreement on the terms and conditions of a recommended all
cash acquisition by Bidco of the entire issued, and to be issued, ordinary
share capital of TI Fluid Systems. It is intended that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.
Publication of the Scheme Document
TI Fluid Systems is pleased to announce that the scheme document containing
the full terms and conditions of the Acquisition (the "Scheme Document"),
together with the related Forms of Proxy, is being published and sent today to
TI Fluid Systems Shareholders and for information only, to persons with
information rights and participants in the TI Fluid Systems Share Schemes.
The Scheme Document will be made available on TI Fluid Systems' website at
https://tifluidsystems.com/ (https://tifluidsystems.com/) . Copies of the
Scheme Document have been submitted to the National Storage Mechanism and will
shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Terms defined in the Scheme Document have the same meanings in this
announcement.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, to become effective the Scheme will
require, amongst other things: (i) the approval of a majority in number of
Scheme Shareholders present and voting either in person or by proxy at the
Court Meeting (or any adjournment thereof), representing not less than 75 per
cent. in value of the Scheme Shares voted by such Scheme Shareholders; (ii)
the passing of the Special Resolution by the requisite majority of TI Fluid
Systems Shareholders at the General Meeting (or any adjournment thereof); and
(iii) the subsequent sanction of the Scheme by the Court. The Scheme is also
subject to the satisfaction or waiver of the other Conditions and further
terms that are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, both of which will be
held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate,
London EC2M 3XF, United Kingdom, on 5 February 2025, are set out in the Scheme
Document. The Court Meeting will commence at 10.00 a.m. and the General
Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting has
concluded or been adjourned).
It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Scheme
Shareholders and TI Fluid Systems Shareholders are therefore strongly
encouraged to submit proxy appointments and instructions for the Court Meeting
and the General Meeting using any of the methods set out in the Scheme
Document as soon as possible and, in any event, by no later than 10.00 a.m. on
3 February 2025 in the case of the Court Meeting and by no later than 10.15
a.m. on 3 February 2025 in the case of the General Meeting (or, in the case of
any adjournment, not later than 48 hours (excluding non-working days) before
the fixed time for the holding of the adjourned meeting).
Recommendation
The TI Fluid Systems Directors, who have been so advised by Goldman Sachs and
Peel Hunt as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their advice, Goldman
Sachs and Peel Hunt have taken into account the commercial assessments of the
TI Fluid Systems Directors. Peel Hunt is providing independent advice to the
TI Fluid Systems Board for the purposes of Rule 3 of the Takeover Code.
Accordingly, the TI Fluid Systems Board unanimously recommends that TI Fluid
Systems Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Special Resolution to be proposed at the General
Meeting, as the TI Fluid Systems Directors who hold interests in TI Fluid
Systems Shares (in a personal capacity or through a nominee) have irrevocably
undertaken to do in respect of their own beneficial holdings (or those TI
Fluid Systems Shares over which they have control).
TI Fluid Systems Shareholders should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement. The hearing of the Court to sanction the Scheme is currently
expected to be held in the first half of 2025, subject to the prior
satisfaction or waiver of the other Conditions set out in the Scheme Document.
If any of the key dates set out in the timetable change, TI Fluid Systems will
give notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on TI Fluid
Systems' website at https://tifluidsystems.com/ (https://tifluidsystems.com/)
.
Shareholder helpline
If TI Fluid Systems Shareholders have any questions in relation to this
announcement, the Meetings, or the completion and return of the Forms of
Proxy, please call the Shareholder Helpline between 8.30 a.m. and 5.30 p.m.
Monday to Friday (except public holidays in England and Wales) on +44 (0) 371
384 2050 (from outside the UK, international rates apply). Please note that
calls may be monitored or recorded and the Shareholder Helpline cannot provide
advice on the merits of the Acquisition or the Scheme or give any financial,
legal or tax advice. For deaf and speech impaired shareholders, we welcome
calls via Relay UK. Please see www.relayuk.bt.com (http://www.relayuk.bt.com)
for more information.
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
TI Fluid Systems +44 7354 846 374
Kellie McAvoy
Goldman Sachs (Joint Financial Adviser and Corporate Broker to TI Fluid +44 20 7774 1000
Systems)
Nimesh Khiroya
Axel Hoefer
Tom Hartley
Ben Duell
Kynan Taylor
Peel Hunt (Joint Financial Adviser, Corporate Broker and Rule 3 Adviser to TI +44 (0) 20 7418 8900
Fluid Systems)
Mike Bell
Marc Jones
Pete Mackie
Sam Cann
Headland Consultancy (PR Adviser to TI Fluid Systems) +44 7551 825 496
Matthew Denham +44 7834 974 624
Chloe Francklin
Citi, Santander, Scotiabank and TD Securities are also acting as financial
advisers to Bidco and ABC Technologies. Kirkland & Ellis International LLP
is acting as legal adviser to Bidco and ABC Technologies. Paul, Weiss,
Rifkind, Wharton & Garrison LLP is acting as legal adviser to Bidco and
ABC Technologies in respect of regulatory and financing matters.
Latham & Watkins (London) LLP is acting as legal adviser to TI Fluid
Systems.
Important notices relating to financial advisers
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 Acquisition 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 Acquisition, 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 Acquisition 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 Acquisition 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
Acquisition 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.
Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom is acting exclusively for TI Fluid
Systems as joint financial adviser and corporate broker 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 TI Fluid Systems for
providing the protections afforded to clients of Goldman Sachs, nor for
providing advice in connection with the Acquisition, the content of this
announcement or any matter referred to herein. Neither Goldman Sachs nor any
of Goldman Sachs' subsidiaries, 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 Goldman Sachs in connection with this
announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as joint financial adviser and corporate broker to TI
Fluid Systems and for no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than TI Fluid
Systems for providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the matters set out in this announcement.
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 this announcement, any statement
contained herein or otherwise.
Further information
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 contains inside information in relation to TI Fluid Systems
for the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of TI
Fluid Systems is Janis N. Acosta, Chief Legal Officer and Company Secretary of
TI Fluid Systems. TI Fluid Systems' Legal Entity Identifier is
5493001T9RXVD6OAWY46.
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
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
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, Goldman Sachs will 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.
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.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and TI Fluid Systems contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Bidco
and TI Fluid Systems about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and TI
Fluid Systems (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other statements other
than historical facts. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's, TI
Fluid Systems', any member of the Bidco Group or any member of the TI Fluid
Systems Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, TI Fluid Systems', any member of the Bidco
Group or any member of the TI Fluid Systems Group's business.
Although Bidco and TI Fluid Systems believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and TI Fluid Systems can
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and TI
Fluid Systems operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value fluctuations,
the degree of competition in the geographic and business areas in which Bidco
and TI Fluid Systems operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor TI Fluid Systems, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the TI Fluid Systems Group, there may be
additional changes to the TI Fluid Systems Group's operations. As a result,
and given the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor TI Fluid Systems is under any obligation, and Bidco and TI Fluid
Systems expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) 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% 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
A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on TI
Fluid Systems' website at https://tifluidsystems.com/
(https://tifluidsystems.com/) by no later than 12.00 noon (London time) on the
Business Day following this announcement. For the avoidance of doubt, neither
the content of such website nor of any website accessible from hyperlinks set
out in this announcement is incorporated by reference or forms part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, TI Fluid Systems
Shareholders, persons with information rights and participants in TI Fluid
Systems Share Schemes may request a hard copy of this announcement, free of
charge, by contacting TI Fluid Systems' registrar, Equiniti Limited, either in
writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom or by calling +44 (0) 371 384 2050. Calls outside the U.K. will be
charged at the applicable international rate. Lines are open between 8.30 a.m.
and 5.30 p.m. (London time) Monday to Friday excluding public holidays in
England and Wales. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance with Rule
30.3 of the Takeover Code, such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
Appendix
Expected timetable of principal events
All times shown are London times unless otherwise stated. All dates and times
are based on TI Fluid Systems' and Bidco's current expectations and are
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to TI Fluid Systems
Shareholders by announcement through a Regulatory Information Service, with
such announcement being made available on TI Fluid Systems' website at
https://tifluidsystems.com (https://tifluidsystems.com) .
Event Expected time/date
Publication of this document 17 December 2024
Latest time for lodging Forms of Proxy for:
Court Meeting (BLUE form) 10.00 a.m. on 3 February 2025((1))
General Meeting (WHITE form) 10.15 a.m. on 3 February 2025((1))
Voting Record Time 6.30 p.m. on 3 February 2025((2))
Court Meeting 10.00 a.m. on 5 February 2025
General Meeting 10.15 a.m. on 5 February 2025((3))
The following dates are indicative only and subject to change; please see note
(4) below
Court Hearing As soon as reasonably practicable after the satisfaction or waiver of
Conditions 3(a) to 3(n) set out in Part A of Part III (Conditions to and
further terms of the Acquisition and the Scheme) ("D")((4))
Last day of dealings in, and for registration of transfers of, and disablement D+1((4))
in CREST of, TI Fluid Systems Shares
Disablement of TI Fluid Systems Shares in CREST 6.00 p.m. on D+1 Business Day((4))
Scheme Record Time 6.00 p.m. on D+1 Business Day((4))
Suspension of listing of and dealings in TI Fluid Systems Shares By 8.00 a.m. on D+2 Business Days(()(4))
Effective Date of the Scheme D + 2 Business Days((4))
Cancellation of listing and admission to trading of TI Fluid Systems Shares By 8.00 a.m. on D + 3 Business Days((4))
Latest date for despatch of cheques/settlement through CREST for cash 14 days after the Effective Date
consideration due under the Scheme
Long Stop Date 29 August 2025((5))
Notes:
(1) The BLUE Form of Proxy for the Court Meeting, if not received by the time
stated above (or, if the Court Meeting is adjourned, 48 hours (excluding
non-working days) before the adjourned Court Meeting), may be (i) handed to
representatives of Equiniti present at the Court Meeting or the Chair of the
Court Meeting before the start of that Meeting; or (ii) scanned and emailed to
Equiniti and received before the start of that meeting at the following email
address: proxyvotes@equiniti.com (mailto:proxyvotes@equiniti.com) , and will
still be valid. However, in order to be valid, the WHITE Form of Proxy for the
General Meeting must be received no later than 10.15 a.m. on 3 February 2025
(or, if the General Meeting is adjourned, 48 hours (excluding non-working
days) before the time fixed for the adjourned Meeting). Please see "Action to
be taken" on pages 9 to 11 of the Scheme Document.
(2) If either the Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date
which is two days (excluding non-working days) before the date set for such
adjourned Meeting.
(3) To commence at 10.15 a.m. or, as soon thereafter as the Court Meeting shall
have concluded or adjourned.
(4) These times and dates are indicative only and will depend on, among other
things, the dates upon which (i) the Conditions are satisfied or (where
applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court
Order sanctioning the Scheme is delivered to the Registrar of Companies. If
the expected dates of the Court Hearing are changed, TI Fluid Systems will
give adequate notice of the changes by issuing an announcement through a
Regulatory Information Service (with such announcement being made available on
TI Fluid Systems' website at https://tifluidsystems.com
(https://tifluidsystems.com) ) and, if required by the Panel, send notice of
the change(s) to TI Fluid Systems Shareholders and, for information only, to
participants in the TI Fluid Systems Share Schemes and persons with
information rights. Further updates and changes to these times will be
notified in the same way.
(5) The latest date by which the Scheme must become Effective, which may be
extended by agreement between TI Fluid Systems and Bidco with the prior
consent of the Panel and (if required) the approval of the Court.
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