TI Fluid Systems PLC ABC Technologies Inc - Extension of PUSU deadline
08/11/2024 07:00
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RNS Number : 4446L TI Fluid Systems PLC 08 November 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
8 November 2024
TI Fluid Systems plc
("TI Fluid Systems" or the "Company")
Extension of Rule 2.6 deadline
On 14 October 2024, the Board of TI Fluid Systems confirmed that it had
received a non-binding all-cash proposal from ABC Technologies Inc. ("ABC
Technologies"), a company majority-owned by investment funds managed by Apollo
Management IX, L.P., to acquire TI Fluid Systems at a price of 200 pence per
share, subject to the satisfaction or waiver of a number of pre-conditions,
including completion of satisfactory due diligence and the agreement of
definitive transaction documentation (the "Proposal").
The announcement stated that ABC Technologies was required, by not later than
5.00 p.m. (London time) on 8 November 2024 (the 'PUSU Deadline'), to either
announce a firm intention to make an offer for TI Fluid Systems in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies.
In order to allow ABC Technologies to finalise its remaining confirmatory due
diligence and financing, and for the finalisation of definitive transaction
documentation, ABC Technologies has requested, and the Board of TI Fluid
Systems and the Panel on Takeovers and Mergers (the "Takeover Panel") have
consented to, an extension of the PUSU Deadline.
Consequently, in accordance with Rule 2.6(c) of the Code, ABC Technologies is
now required, by not later than 5.00 p.m. (London time) on 22 November 2024 to
either announce a firm intention to make an offer for TI Fluid Systems in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies. This deadline can be extended by the
Board of TI Fluid Systems, with the consent of the Takeover Panel, in
accordance with Rule 2.6(c) of the Code.
There can be no certainty that a firm offer will ultimately be made for TI
Fluid Systems by ABC Technologies. A further announcement will be made as and
when appropriate.
This announcement has been made with the consent of ABC Technologies.
In accordance with Rule 2.5(a) of the Code, ABC Technologies reserves the
following rights:
a) to introduce other forms of consideration and/or to vary the
composition of the consideration;
b) to make an offer for TI Fluid Systems at a lower value or on less
favourable terms than those described in this announcement:
i) with the recommendation or consent of the Board of TI Fluid Systems;
ii) if a third party announces a firm intention to make an offer for TI
Fluid Systems on less favourable terms than the Proposal; and
iii) following the announcement by TI Fluid Systems of a Rule 9 waiver
proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code);
and
c) to reduce its offer by the amount of any dividend that is announced,
declared, made or paid by TI Fluid Systems after the date of this announcement
and prior to completion.
Enquiries:
TI Fluid Systems plc
Kellie McAvoy kmcavoy@tifs.com
+44 (0) 7354 846 374
Headland Consultancy
Matthew Denham +44 (0)7551 825 496
Chloe Francklin +44 (0)7834 974 624
Goldman Sachs (Joint Financial Adviser and Corporate Broker) +44 (0) 20 7774 1000
Nimesh Khiroya
Axel Hoefer
Tom Hartley
Ben Duell
Peel Hunt LLP (Joint Financial Adviser and Corporate Broker) +44 (0) 20 7418 8900
Mike Bell
Marc Jones
Pete Mackie
Sam Cann
Important information
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for TI Fluid Systems and no one else in connection with the
Proposal or any other matter referred to in this announcement and will not be
responsible to anyone other than TI Fluid Systems for providing the
protections offered to clients of Goldman Sachs or for providing advice in
relation to the contents of this announcement or any matters referred to
herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as joint financial adviser and
corporate broker to TI Fluid Systems and for no one else in connection with
the matters referred to in this announcement and will not be responsible to
any person other than TI Fluid Systems for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to the matters
referred to herein. 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 the matters
referred to in this announcement, or otherwise.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018). Upon publication
of this announcement, this inside information will be considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of the Company is Janis Acosta.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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) 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 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 Takeover
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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.TIFluidSystems.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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