TIDMTIFS
RNS Number : 5188A
J.P. Morgan Securities PLC.
12 September 2018
Press release, 12 September 2018
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.
Result of placing of ordinary shares in TI Fluid Systems plc
("TI Fluid Systems")
Further to the announcement released on 11 September 2018 by BC
Omega Holdco, Ltd (the "Seller"), the Seller announces that
pursuant to the Placing, the Seller has sold an aggregate of 60
million ordinary shares in the share capital of TI Fluid Systems
plc, by way of an accelerated bookbuild to institutional investors
at a price of 262 pence per ordinary share, raising gross proceeds
of GBP157.2 million.
Following the completion of the Placing, the Seller will hold
282,303,985 million ordinary shares in the capital of TI Fluid
Systems, representing approximately 54.4 per cent of TI Fluid
Systems' entire issued share capital. These shares are subject to a
60-day lock-up undertaking (subject to certain customary
exceptions).
J.P.Morgan Securities Plc (which conducts its UK investment
banking activity as J.P. Morgan Cazenove) ("J.P.Morgan Cazenove")
and Peel Hunt LLP ("Peel Hunt") acted as Lead Bookrunners in
connection with the Placing. Barclays Bank PLC, Citigroup Global
Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs
International, HSBC Bank plc and Numis Securities Limited acted as
Bookrunners in connection with the Placing
BC Omega Holdco, Ltd is an entity indirectly controlled by
investment funds advised by Bain Capital, LP or its affiliates.
Enquiries
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Lorenzo Soler
Luke Butterworth
Nicholas Hall
Peel Hunt +44 (0) 20 7418 8900
Alastair Rae
Rory James-Duff
Mike Bell
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This announcement is not for publication or distribution or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") which
have implemented the Prospectus Directive (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 Directive
("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. 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, Qualified Investors 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.
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 Cazenove, Peel Hunt,
Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank
AG, London Branch, Goldman Sachs International, HSBC Bank plc and
Numis Securities Limited (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 Cazenove, Barclays Bank PLC, Citigroup Global Markets
Limited, Goldman Sachs International and HSBC Bank plc, are each
authorised by the Prudential Regulatory Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA.
Peel Hunt and Numis Securities Limited are each authorised and
regulated by the FCA. Deutsche Bank AG is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the United Kingdom, by the PRA. It is subject to supervision by the
European Central Bank and by BaFin, Germany's Federal Financial
Supervisory Authority, and is subject to limited regulation in the
United Kingdom by the PRA and 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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