TIDMTIFS
RNS Number : 6211U
TI Fluid Systems PLC
25 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the
Prospectus Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus and not an offer of securities for sale in any
jurisdiction, including in or into the United States, Australia,
Canada or Japan. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with any offer or commitment whatsoever in any jurisdiction.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information included
in the prospectus (the "Prospectus") which will be published by TI
Fluid Systems plc later today in connection with the proposed
admission of its ordinary shares ("Ordinary Shares") to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the London Stock Exchange
plc (the "London Stock Exchange"). A copy of the Prospectus will,
following its publication, be available from the Company's website
at www.tiautomotive.com and at the Company's registered office at
4650 Kingsgate, Oxford Business Park South, Cascade Way, Oxford OX4
2SU, United Kingdom, subject to applicable securities laws.
For immediate release
25 October 2017
TI Fluid Systems plc
Publication of Prospectus
Following the pricing announcement published earlier today in
connection with its initial public offering (the "Global Offer"),
TI Fluid Systems plc (the "Company") confirms that its Prospectus
has today been approved by the UK Listing Authority.
The Prospectus relates to the proposed admission of the
Company's Ordinary Shares to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange ("Admission").
Details of the Global Offer are set out in the Prospectus, which
will shortly be available on the Company's website at
www.tiautomotive.com and at the Company's registered office at 4650
Kingsgate, Oxford Business Park South, Cascade Way, Oxford OX4 2SU,
United Kingdom, subject to applicable securities laws.
The Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available at:
www.morningstar.co.uk/uk/NSM.
ENQUIRIES
Joint Global Coordinators:
Deutsche Bank Tel: +44 (0) 20 7545 8000
Edward Sankey
Thomas Maloney
Goldman Sachs Tel: +44 (0) 20 7774 1000
Richard Cormack
Nick Harper
Duncan Stewart
J.P. Morgan Tel: +44 (0) 20 7742 4000
Nicholas Hall
David Walker
Joint Bookrunner:
Citigroup Tel: +44 (0) 20 7986 4000
Phil Drury
Alex Carter
Koen Van Velsen
Lead Manager:
HSBC Tel: +44 (0) 20 7991 8888
Adrian Lewis
Financial Adviser:
Lazard Tel: +44 (0) 20 7187 2000
Charlie Foreman
Simon Chambers
Media enquiries:
FTI Consulting Tel: +44 (0) 20 3727 1340
Richard Mountain
Nick Hasell
DISCLAIMER / FORWARD-LOOKING STATEMENTS
Important notice
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, fairness or completeness.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions), Australia, Canada, Japan or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The Global Offer and the
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
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.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, any
securities to any person in any jurisdiction, including the United
States, Australia, Canada or Japan, to whom or in which such offer
or solicitation is unlawful.
The securities to which this announcement relates have not been
and will not be registered under the US Securities Act or with any
regulatory authority or under any applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold within the United States absent registration under
the US Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with applicable state law. There
will be no public offer of the securities in the United States. Any
securities sold in the United States will be sold only to qualified
institutional buyers, as defined in, and in reliance on, Rule 144A
under the US Securities Act or pursuant to another exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan.
In any member state of the European Economic Area (the "EEA")
that has implemented Directive 2003/71/EC (together with any
amendments thereto and applicable implementing measures in any
Member State, the "Prospectus Directive") other than the United
Kingdom, this announcement is only addressed to and is only
directed at "qualified investors" within the meaning of the
Prospectus Directive ("Qualified Investors"). In the United Kingdom
is only addressed to and is only directed at persons who are
Qualified Investors and who (i) have professional experience in
matters relating to investments so as to qualify them as
"investment professionals" under Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships or the trustees of
high value trusts falling within Article 49(2)(a) to (d) of the
Order; and/or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together referred to as "Relevant
Persons"). This announcement must not be acted or relied on (i) in
any member state of the EEA, other than the United Kingdom, by
persons who are not Qualified Investors and (ii) in the United
Kingdom by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available
only to (i) Qualified Investors in any member state of the European
Economic Area other than the United Kingdom and (ii) Relevant
Persons in the United Kingdom, and will be engaged in only with
such persons. Other persons should not rely or act upon this
announcement or any of its contents.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Rules of the FCA. Investors should
not subscribe for or purchase any transferable securities referred
to in this announcement except on the basis of information in the
Prospectus which will be published by the Company later today in
connection with the proposed Admission. Copies of the Prospectus
will, following publication, be available from the Company's
website and at the Company's registered office, subject to
applicable securities laws. Any purchase of Ordinary Shares in the
proposed Global Offer should be made solely on the basis of the
information contained in the final Prospectus to be issued by the
Company in connection with the Global Offer and Admission. Before
subscribing for or purchasing any Ordinary Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus when
published. The information 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. This
announcement does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any Ordinary Shares or any other
securities nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor. The information in this announcement
is subject to change.
The Global Offer timetable, including the date of Admission, may
be influenced by a range of circumstances such as market
conditions. There is no guarantee that the Global Offer will
proceed and that Admission will occur and you should not base your
financial decisions on the Company's intentions in relation to the
Global Offer and Admission at this stage. Acquiring investments to
which this announcement relates may expose an investor to a
significant risk of losing all or part of the amount invested.
Persons considering making such an investment should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the Global Offer. The value of Ordinary Shares can decrease as well
as increase. J.P. Morgan Securities plc ("J.P. Morgan") and Goldman
Sachs International ("Goldman Sachs") have been appointed as joint
sponsors, Deutsche Bank AG, London Branch ("Deutsche Bank"),
Goldman Sachs and J.P. Morgan have been appointed as joint global
co-ordinators and joint bookrunners, Citigroup Global Markets
Limited ("Citigroup") has been appointed as joint bookrunner, HSBC
Bank plc ("HSBC") has been appointed as lead manager and Lazard
& Co., Limited has been appointed as financial adviser
(together, the "Banks"). Deutsche Bank is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the United Kingdom, by the Prudential Regulation Authority (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. Deutsche Bank is a corporation domiciled in
Frankfurt am Main, Germany, operating in the United Kingdom under
branch registration number BR000005, acting through its London
branch. Each of Goldman Sachs, J.P. Morgan, Citigroup and HSBC is
authorised by the PRA and regulated by the FCA and the PRA. Lazard
is authorised and regulated by the FCA. The Banks are acting
exclusively for the Company and no one else in connection with the
Global Offer, will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Global Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients nor for giving advice in relation to the Global Offer,
Admission or any transaction or arrangement referred to in this
announcement.
In connection with the Global Offer, each of the Banks and any
of their respective affiliates, acting as investors for their own
accounts, may purchase Ordinary Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Global Offer
or otherwise. Accordingly, references in the final Prospectus, once
published, to the Ordinary Shares being offered, subscribed,
issued, acquired, sold, placed or otherwise dealt in should be read
as including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Ordinary Shares by any of the Banks and
any of their affiliates acting as investors for their own accounts.
In addition, certain of the Banks or their affiliates may enter
into financing arrangements and swaps in connection with which they
or their affiliates may from time to time acquire, hold or dispose
of Ordinary Shares. None of the Banks nor any of their respective
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on any of the Banks by the FSMA or the regulatory
regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
Banks or any of their respective affiliates, directors, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
In connection with the Global Offer, Goldman Sachs, as
stabilisation manager, or any of its agents, may (but will be under
no obligation to), to the extent permitted by applicable law,
over-allot Ordinary Shares or effect other transactions with a view
to supporting the market price of the Ordinary Shares at a higher
level than that which might otherwise prevail in the open market.
Goldman Sachs is not required to enter into such transactions and
such transactions may be effected on any securities market,
over-the-counter market, stock exchange or otherwise and may be
undertaken at any time during the period commencing on the date of
the commencement of conditional dealings in the Ordinary Shares on
the London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on Goldman Sachs
or any of its agents to effect stabilising transactions and there
is no assurance that stabilising transactions will be undertaken.
Such stabilising measures, if commenced, may be discontinued at any
time without prior notice. In no event will measures be taken to
stabilise the market price of the Ordinary Shares above the offer
price. Save as required by law or regulation, neither Goldman Sachs
nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilisation transactions conducted in
relation to the Global Offer.
In connection with the Global Offer, Goldman Sachs, as
stabilisation manager, may, for stabilisation purposes, over-allot
Ordinary Shares up to a maximum of 15% of the total number of
Ordinary Shares included in the Global Offer. For the purposes of
allowing it to cover short positions resulting from any such
over-allotments and/or from sales of Ordinary Shares effected by it
during the stabilisation period, Goldman Sachs will enter into
over-allotment arrangements with certain existing shareholders
pursuant to which Goldman Sachs may purchase or procure purchasers
for additional Ordinary Shares up to a maximum of 15% of the total
number of Ordinary Shares included in the Global Offer (the
"Over-allotment Shares") at the offer price. The over-allotment
arrangements will be exercisable in whole or in part, upon notice
by Goldman Sachs, for 30 calendar days after the commencement of
conditional dealings in the Ordinary Shares on the London Stock
Exchange. Any Over-allotment Shares sold by Goldman Sachs will be
sold on the same terms and conditions as the Ordinary Shares being
sold in the Global Offer and will form a single class for all
purposes with the other Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIGMMZGDKZGNZM
(END) Dow Jones Newswires
October 25, 2017 10:06 ET (14:06 GMT)
Ti Fluid Systems (LSE:TIFS)
Historical Stock Chart
From Apr 2024 to May 2024
Ti Fluid Systems (LSE:TIFS)
Historical Stock Chart
From May 2023 to May 2024