TIDMTIFS
RNS Number : 4126X
TI Fluid Systems PLC
24 November 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
For immediate release
23 November 2017
TI Fluid Systems plc
Exercise of Over-allotment Option
Goldman Sachs International ("Goldman Sachs"), acting as the
Stabilisation Manager in connection with the initial public
offering (the "Global Offer") of TI Fluid Systems plc (the
"Company") has today given notice to exercise the over-allotment
option (the "Over-allotment Option") granted by funds advised by
Bain Capital Private Equity LP (the "Over-allotment Shareholders")
in respect of 5,645 ordinary shares of the Company (the
"Over-allotment Shares") at the offer price of 255 pence per
Over-allotment Share. The Company did not participate in the
Over-allotment Option.
Including the exercise of the Over-allotment Option, the final
total size of the Global Offer was GBP406,692,414 (159,487,221
ordinary shares), in total representing 31 per cent of the ordinary
shares of the Company currently in issue.
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.
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.
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 Financial Conduct Authority (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 Prospectus 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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