Sale of Shares
Press release, 15 April 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 52 million ordinary shares in TI Fluid Systems plc ("TI Fluid Systems" or the "Company")
Goldman Sachs International ("Goldman Sachs") 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 52.0 million ordinary shares ("Placing Shares") in the capital of TI Fluid Systems to institutional investors. William L. Kozyra Living Trust ("Bill Kozyra") will also sell approximately 400k shares, following the announcement earlier this year of his retirement as President and CEO of TI Fluid Systems.
BC Omega Holdco currently owns 283,091,546 ordinary shares, corresponding to 54.41 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, 15 April 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 Sellers 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.
Goldman Sachs +44 (0) 20 7774 1000
Richard Cormack / Duncan Stewart / Bertie Milward
Peel Hunt +44 (0) 20 7418 8900
Alistair Rae / Sohail Akbar / Mike Burke
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United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, Goldman Sachs and Peel Hunt LLP (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.
Goldman Sachs is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and 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.