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.
26 March 2024
Proposed Placing of
approximately 30 million ordinary shares in TI Fluid Systems plc
("TI Fluid Systems", or the "Company")
BC Omega
Holdco, Ltd ("BC Omega
Holdco") (the "Seller") announces its intention to
sell approximately 30 million ordinary shares ("Placing Shares") in the capital of TI
Fluid Systems to eligible institutional investors (the
"Placing").
The Seller
currently owns 191,064,632 ordinary shares, corresponding to
approximately 37.25% of TI Fluid Systems' entire issued share
capital.
The price
per Placing Share will be determined by way of an accelerated
bookbuilding process to institutional investors. The Seller
reserves the right to sell additional Placing Shares subject to
demand. The bookbuilding period will commence with immediate effect
following this announcement 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).
Peel Hunt
LLP ("Peel Hunt") has been
appointed by BC Omega Holdco as Sole Global Co-ordinator and
Bookrunner on the Placing.
BC Omega
Holdco 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
Peel Hunt LLP (Sole Global
Co-ordinator and Bookrunner)
Sohail
Akbar / Jock Maxwell Macdonald / Nick Wilks
+44 (0) 20
7418 8900
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announcement is not for publication or distribution or release,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, Peel Hunt or any of its 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 account 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 Peel Hunt and any of its
affiliates acting as an investors for their own account. Peel Hunt
does 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.
Peel Hunt
is authorised and regulated by the Financial Conduct Authority.
Peel Hunt 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 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.