TIDMTIFS
RNS Number : 9951R
J.P. Morgan Securities PLC.
10 November 2021
Press release, 10 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed Placing of approximately 40 million ordinary shares in
TI Fluid Systems plc ("TI Fluid Systems" or the "Company")
J.P. Morgan Securities plc ("J.P. Morgan") and Peel Hunt LLP
("Peel Hunt") have been appointed by BC Omega Holdco, Ltd ("BC
Omega Holdco") (the "Seller") as Lead Bookrunners to explore the
opportunity to sell approximately 40 million ordinary shares
("Placing Shares") in the capital of TI Fluid Systems to
institutional investors. Other investment banks may be appointed by
the Seller to join the syndicate and assist with the sale.
The Seller currently owns 231,064,632 ordinary shares,
corresponding to 44.41 per cent. of TI Fluid Systems' entire issued
share capital.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process (the "Placing") to institutional
investors. The bookbuilding period will commence today, 10 November
2021, and may close at any time on short notice. The results of the
Placing will be announced as soon as practicable after the closing
of the bookbuilding process.
In the context of the Placing, any of the ordinary shares in TI
Fluid Systems held by the Seller which are not sold in the Placing
will be subject to a 60-day lock-up undertaking (subject to certain
customary exceptions).
BC Omega Holdco, Ltd is an entity indirectly controlled by
investment funds advised by Bain Capital, LP or its affiliates.
TI Fluid Systems will not receive any proceeds from the
Placing.
Enquiries
J.P. Morgan +44 (0) 20 7742 4000
Alex Watkins / Shameer Patel / Will Holyoak
Peel Hunt +44 (0) 20 7418 8900
Jock Maxwell-Macdonald / Alastair Rae / Sohail Akbar
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan or any other jurisdiction where such an announcement would be
unlawful. The distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken that would permit an offering of the Placing
Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration
under or an exemption from, or transaction not subject to, the
registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") (each, a
"Relevant Member State"), this announcement and any offer of
Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of the
Prospectus Regulation. For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.
In the United Kingdom this announcement is only being
distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available
only to, and will be engaged in only with, persons who are
"qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with
Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"); or
(ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order, or (iii) other persons to whom an offer of the
Placing Shares may otherwise be lawfully communicated (all such
persons together being referred to as "relevant persons"). Persons
who are not relevant persons should not take any action on the
basis of this announcement and should not act or rely on it. For
these purposes, the expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to TI Fluid Systems and TI
Fluid Systems' shares. Such information has not been independently
verified. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
In connection with the Placing, J.P. Morgan and Peel Hunt
(together, the "Managers") or any of their respective affiliates
may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for
its own accounts such Placing Shares and other securities of TI
Fluid Systems or related investments in connection with the Placing
or otherwise. Accordingly, references to the Placing Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by any of the Managers and any of
their respective affiliates acting as investors for their own
accounts. The Managers do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in TI Fluid Systems or its shares.
J.P. Morgan is authorised by the Prudential Regulatory Authority
("PRA") and regulated by the Financial Conduct Authority ("FCA")
and the PRA. Peel Hunt is authorised and regulated by the FCA. Each
of the Managers is acting for the Seller only in connection with
the Placing and no one else, and will not be responsible to anyone
other than the Seller for providing the protections offered to
clients the Managers nor for providing advice in relation to the
Placing Shares or the Placing, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement.
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END
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November 10, 2021 11:36 ET (16:36 GMT)
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