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 Chichester
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 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.
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/
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.