REG - TI Fluid Systems PLC - Cancellation of Listing

Bank of Nova ScotiaAnnouncement

16/04/2025 09:00

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RNS Number : 1347F  TI Fluid Systems PLC  16 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

16 April 2025

RECOMMENDED CASH ACQUISITION

of

TI Fluid Systems plc

by

ABC Technologies Acquisitions Limited

(a newly-formed company wholly-owned by ABC Technologies Inc.)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

CANCELLATION OF LISTING

Further to the announcement by TI Fluid Systems plc ("TI Fluid Systems") and
ABC Technologies Acquisitions Limited ("Bidco") on 15 April 2025 that the
Scheme to give effect to the acquisition of TI Fluid Systems by Bidco had
become effective in accordance with its terms, TI Fluid Systems confirms that
the listing of TI Fluid Systems Shares on the equity shares (commercial
companies) category of the Official List of the Financial Conduct Authority
and the admission to trading of TI Fluid Systems Shares on the main market of
the London Stock Exchange were each cancelled with effect from 8.00 a.m.
today, 16 April 2025.

This announcement should be read in conjunction with the full text of the
circular in relation to the Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 to implement the Acquisition published on 17
December 2024 (the "Scheme Document"). Capitalised terms used but not defined
in this announcement have the meaning given to them in the Scheme Document.

All references to time in this announcement are to the time in London, United
Kingdom.

 

Enquiries

 TI Fluid Systems                                                               +44 7354 846 374

 Kellie McAvoy
 Goldman Sachs (Joint Financial Adviser and Corporate Broker to TI Fluid        +44 20 7774 1000
 Systems)

 Nimesh Khiroya

 Axel Hoefer

 Tom Hartley

 Ben Duell

 Kynan Taylor
 Peel Hunt (Joint Financial Adviser, Corporate Broker and Rule 3 Adviser to TI  +44 (0) 20 7418 8900
 Fluid Systems)

 Mike Bell

 Pete Mackie

 Sam Cann
 Headland Consultancy (PR Adviser to TI Fluid Systems)                          +44 7551 825 496

 Matthew Denham                                                                 +44 7834 974 624

 Chloe Francklin
 Bidco and ABC Technologies                                                     +1 248 648 0173

 Tom Hajkus
 Lazard (Lead Financial Adviser to Bidco and ABC Technologies)                  +44 207 187 2000
 Mohit Kohli

 Richard Shaw

 Keval Patel

 Rory Anderson
 FGS Global (PR Adviser to Bidco and ABC Technologies)                           +44 207 251 3801

 Charlie Chichester                                                             +44 7917 086 227

 Rory King

Latham & Watkins (London) LLP is acting as legal adviser to TI Fluid
Systems.

Citi, Santander, Scotiabank and TD Securities are also acting as financial
advisers to Bidco and ABC Technologies. Kirkland & Ellis International LLP
is acting as legal adviser to Bidco and ABC Technologies. Paul, Weiss,
Rifkind, Wharton & Garrison LLP is acting as legal adviser to Bidco and
ABC Technologies in respect of regulatory and financing matters.

Important notices relating to financial advisers

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom is acting
exclusively for TI Fluid Systems as joint financial adviser and corporate
broker and no one else in connection with the Acquisition and other matters
set out in this announcement and will not be responsible to anyone other than
TI Fluid Systems for providing the protections afforded to clients of Goldman
Sachs, nor for providing advice in connection with the Acquisition, the
content of this announcement or any matter referred to herein. Neither Goldman
Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs in connection
with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
corporate broker to TI Fluid Systems and for no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than TI Fluid Systems for providing the protections afforded to clients
of Peel Hunt nor for providing advice in relation to the matters set out in
this announcement. Neither Peel Hunt nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.

Lazard Frères & Co., LLC, together with its affiliate Lazard & Co.,
Limited (which is authorised and regulated by the FCA in the United Kingdom)
("Lazard"), is acting exclusively as lead financial adviser to ABC
Technologies and Bidco and no one else in connection with the Acquisition and
will not be responsible to anyone other than ABC Technologies and Bidco for
providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Acquisition or any other matters contained in this
announcement or referred to herein. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.

Citi, which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting as financial adviser for ABC Technologies and
Bidco and for no one else in connection with the Acquisition and will not be
responsible to anyone other than ABC Technologies and Bidco for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the Acquisition, or any other matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Acquisition or otherwise.

Santander is a credit institution which is registered with the Bank of Spain
with number 0049. Banco Santander, S.A., London Branch is a branch of
Santander with its principal place of business located at 2 Triton Square,
Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is
subject to regulatory oversight on certain matters in the UK by the FCA and
the PRA. Santander is acting exclusively as financial adviser to ABC
Technologies and Bidco and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other than ABC
Technologies and Bidco for providing the protections afforded to clients of
Santander or any of its affiliates, or for providing advice in relation to any
matter referred to in this announcement. Neither Santander, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Santander in connection with
this announcement or any matter referred to herein.

Scotiabank is acting as financial adviser to ABC Technologies and Bidco and no
one else in connection with the Acquisition and will not be responsible to
anyone other than ABC Technologies and Bidco for providing the protections
afforded to clients of Scotiabank nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Scotiabank nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Scotiabank in connection with this announcement, any statement contained
herein or otherwise.

TD Securities is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom and is acting exclusively for ABC Technologies and Bidco as
financial adviser and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to anyone
other than ABC Technologies and Bidco for providing the protections afforded
to clients of TD Securities, nor for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to
herein. Neither TD Securities nor any of TD Securities' affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of The Toronto-Dominion Bank
in connection with this announcement, any statement contained herein or
otherwise.

 

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