REG - TI Fluid Systems PLC - Statement re: revised offer and PUSU extension

TI Fluid SystemsAnnouncement

14/10/2024 07:00

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RNS Number : 9687H  TI Fluid Systems PLC  14 October 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

 

 

14 October 2024

 

TI Fluid Systems plc
("TI Fluid Systems" or the "Company")

 

Statement regarding revised possible cash offer from ABC Technologies Inc. and
extension of Rule 2.6 deadline

 

On 14 September 2024, the Board of TI Fluid Systems confirmed that it had
received, and rejected, a highly preliminary and 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 176 pence per share. This followed a previous proposal
at 165 pence per share.

 

ABC Technologies subsequently submitted further all-cash proposals to acquire
TI Fluid Systems at prices of 188 and 195 pence per share, both of which were
rejected by the Board. Following limited access to management, on 10 October
2024, ABC Technologies submitted its fifth all-cash proposal 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 Proposal represents a premium of approximately:

·      51.9% to the volume weighted average price of 131.7 pence for the
90-day period to 13 September 2024, being the last business day prior to the
commencement of the offer period;

·      53.4% to the closing price of 130.4 pence on 21 August 2024,
being the last business day prior to ABC Technologies submitting its first
proposal to the TI Fluid Systems Board; and

·      37.2% to the closing price of 145.8 pence on 13 September 2024,
being the last business day prior to the commencement of the offer period.

 

The Company remains confident in its strategy. However, having considered the
Proposal and having consulted with its financial and legal advisers, the Board
has confirmed to ABC Technologies that, should a firm offer be made pursuant
to Rule 2.7 of the Code on the same financial terms as the Proposal, it would
be minded to recommend it to shareholders.

 

In order to allow ABC Technologies to conclude due diligence, finalise
financing and for the negotiation 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 "Put Up or Shut Up" 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 8 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 "whitewash"
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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