
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
17 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 Cobas Asset Management, SGIIC, S.A.
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.
Cobas Asset Management, SGIIC, S.A.
As set out in the Rule 2.7 Announcement, Bidco had received a non-binding letter of intent from Cobas Asset Management, SGIIC, S.A. ("Cobas") 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 18,393,816 TI Fluid Systems Shares (representing approximately 3.71 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 "Cobas Letter of Intent").
Under the Cobas Letter of Intent, Cobas 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 6 December 2024, Bidco became aware that Cobas had sold 3,463,241 TI Fluid Systems Shares on 29 November 2024 and a further 7,596 TI Fluid Systems Shares on 2 December 2024.
As further noted in the Rule 2.10(c) announcement dated 20 December 2024, Bidco became aware that Cobas had sold: (i) 1,885,184 TI Fluid Systems Shares on 17 December 2024; and (ii) 1,962,984 TI Fluid Systems Shares on 18 December 2024.
As further noted in the Rule 2.10(c) announcement dated 03 January 2025, Bidco became aware that Cobas had sold 4,760 TI Fluid Systems Shares on 30 December 2024.
Pursuant to a Form 8.3 released by Cobas on 10 January 2025, Bidco became aware that Cobas had sold 2,701,312 TI Fluid Systems Shares on 09 January 2025.
Therefore, the total number of TI Fluid Systems Shares which are subject to the Cobas Letter of Intent has reduced to 8,368,739 TI Fluid Systems Shares, representing approximately 1.69 per cent. of the existing issued ordinary share capital of TI Fluid Systems as at close of business on 16 January 2025 (being the last Business Day before the date of this announcement).
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 151,819,834, representing approximately 30.60 per cent. of the issued ordinary share capital of TI Fluid Systems as at close of business on 16 January 2025 (being the last Business Day before the date of this announcement).
ENQUIRIES:
Bidco and ABC Technologies Tom Hajkus |
+1 248 648 0173 |
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) Charlie Rory King |
+44 207 251 3801 +44 7917 086 227
|
FURTHER INFORMATION
Lazard Frères & Co. LLC, together with its affiliate Lazard & Co., Limited (which is authorised and regulated in the
Citi, which is authorised by the PRA and regulated in the
Santander is a credit institution which is registered with the Bank of
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
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
The availability of the Acquisition to TI Fluid Systems Shareholders who are not resident in and citizens of the
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
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
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into
It may be difficult for
In accordance with normal
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 (
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 (
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/ by no later than 12 noon (
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