Response to possible offer announcement by ABC Technologies Inc.

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 IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER IF MADE 

FOR IMMEDIATE RELEASE 

 

14 September 2024 

TI Fluid Systems plc
(“TI Fluid Systems” or the “Company”) 

Response to possible offer announcement by
ABC Technologies Inc. (“ABC Technologies”) 

The Board of TI Fluid Systems notes the recent announcement by ABC Technologies Inc., a company majority-owned by investment funds managed by Apollo Management IX, L.P., regarding a possible offer for the Company. 

The Board confirms that on 4 September 2024, it received a second unsolicited, highly preliminary and non-binding all-cash proposal from ABC Technologies to acquire TI Fluid Systems at a price of 176 pence per TI Fluid Systems share (the “Proposal”). This followed a previous proposal at 165 pence per TI Fluid Systems share. 

The terms of the second proposal represent a premium of 20.7% to the closing share price of 145.8 pence on 13 September, prior to press speculation about a potential offer for the Company. 

The Board of TI Fluid Systems considered the Proposal in detail with its advisers and unanimously concluded that it significantly undervalued TI Fluid Systems and its prospects, and accordingly the Proposal was rejected early last week. 

The Board is confident in the strategy and prospects of the Company. 

The Board strongly urges shareholders to take no action at this time. A further announcement will be made if and when appropriate. 

In accordance with Rule 2.6(a) of the Code, ABC Technologies is required, by not later than 5.00 p.m. (London time) on 12 October 2024, either to announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer for TI Fluid Systems, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. 

This statement is being made by TI Fluid Systems without the consent of ABC Technologies. 

 

Enquiries: 

TI Fluid Systems plc 
Kellie McAvoy kmcavoy@tifs.com 
+44 (0) 7354 846 374
 
Headland Consultancy 
Matthew Denham
Chloe Francklin
+44 (0)7551 825 496
+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 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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, the Company confirms that as at the close of business on 13 September 2024 its issued share capital consisted of 498,204,654 ordinary shares of £0.01 each.

The Ordinary Shares are voting shares (each such Ordinary Share carries one vote per Ordinary Share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BYQB9V88.

 

 

 

 

 

 

 

Product training takes our team to the next level

Earlier this year, our Product Management team delivered a series of comprehensive training sessions for the wider TIFS team. Delivered between May and July, the sessions were designed to ensure that TIFS employees have a thorough and professional understanding of our products. To ensure that the sessions took the varying levels of technical understanding of our staff into account, the sessions were tailored for different people. Level 0 sessions were designed for those with a very basic understanding, Level 1 was suited for those in sales roles, and Level 2 sessions were designed for the experts in our engineering department.

Each level focused on different products and target groups. Level 0 sessions provided a basic understanding of both our traditional and new product portfolio, while Level 1 went slightly deeper, examining our new Coolant and Refrigerant products. Both levels were suitable for members of our sales, engineering, purchasing, quality, and operations teams.

Level 2 was more advanced, taking a deep dive into the technical specifications and troubleshooting processes of our Coolant and Refrigerant products and modules. The sessions were held at our state-of-the-art e-Mobility Innovation Center (eMIC) in Rastatt, Germany, and TIFS employees from South Korea, Japan, India, the United States, France, and China were present for a series of hands-on activities and in-depth discussions about the product lines. These discussions included extensive technical reviews between the delegates and trainers.

Having gained practical knowledge and skills from the immersive sessions, the delegates are now equipped to deliver effective training to colleagues in their local teams. We would like to express our thanks to our team of product experts for sharing their insights and delivering the sessions.