Annonce • Mar 31
TI Fluid Systems Announces Cancellation of Listing and Admission to Trading of its Shares by 16 April 2025 On 29 November 2024, the boards of directors of TI Fluid Systems plc (‘TI Fluid Systems’) and ABC Technologies Acquisitions Limited (‘Bidco’) announced that they had reached agreement on the terms of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of TI Fluid Systems (the ‘Acquisition’). The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the ‘Scheme’). The circular in relation to the Scheme was published or made available to TI Fluid Systems Shareholders on 17 December 2024 (the ‘Scheme Document’). On 5 February 2025, TI Fluid Systems and Bidco announced that the requisite majority of Scheme Shareholders had approved the Scheme at the Court Meeting and that the special resolution to, among other things, implement the Scheme was passed by the requisite majority of TI Fluid Systems Shareholders at the General Meeting. The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain regulatory and antitrust approvals. TI Fluid Systems and Bidco are pleased to announce that the regulatory and antitrust processes are almost complete. The final Condition relating to the regulatory and antitrust approvals is expected to be satisfied in advance of the Court Hearing, scheduled for 8 April 2025. Accordingly, as is set out in more detail below, it is now expected that the Scheme will become Effective on 15 April 2025. Suspension of listing of and dealings in TI Fluid Systems Shares by 7.30 a.m. on 15 April 2025. Cancellation of listing and admission to trading of TI Fluid Systems Shares by 8.00 a.m. on 16 April 2025. Reported Earnings • Mar 12
Full year 2024 earnings: EPS misses analyst expectations Full year 2024 results: EPS: €0.064 (down from €0.16 in FY 2023). Revenue: €3.36b (down 4.4% from FY 2023). Net income: €32.3m (down 61% from FY 2023). Profit margin: 1.0% (down from 2.4% in FY 2023). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 55%. Revenue is forecast to grow 3.9% p.a. on average during the next 2 years, compared to a 3.5% growth forecast for the Auto Components industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 47% per year but the company’s share price has only increased by 2% per year, which means it is significantly lagging earnings growth. Annonce • Mar 12
TI Fluid Systems plc Not Recommends Final Dividend for 2024 TI Fluid Systems plc's Board is not recommending a final dividend for 2024. New Risk • Feb 24
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2024. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Interest payments are not well covered by earnings (2.9x net interest cover). Minor Risks Latest financial reports are more than 6 months old (reported June 2024 fiscal period end). Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Annonce • Oct 15
ABC Technologies Submits Its Fifth All-Cash Proposal to Acquire TI Fluid Systems On 14 September 2024, the Board of TI Fluid Systems plc (LSE:TIFS) confirmed that it had received, and rejected, a highly preliminary and non-binding all-cash proposal from ABC Technologies Inc. ("ABC Technologies"), a company majority-owned by investment funds managed by Apollo Management IX, L.P., to acquire TI Fluid Systems at a price of 176 pence per share. This followed a previous proposal at 165 pence per share. ABC Technologies subsequently submitted further all-cash proposals to acquire TI Fluid Systems at prices of 188 and 195 pence per share, both of which were rejected by the Board. Following limited access to management, on 10 October 2024, ABC Technologies submitted its fifth all-cash proposal to acquire TI Fluid Systems at a price of 200 pence per share, subject to the satisfaction or waiver of a number of pre-conditions, including completion of satisfactory due diligence and the agreement of definitive transaction documentation (the "Proposal"). The Proposal represents a premium of approximately: 51.9% to the volume weighted average price of 131.7 pence for the 90-day period to 13 September 2024, being the last business day prior to the commencement of the offer period; 53.4% to the closing price of 130.4 pence on 21 August 2024, being the last business day prior to ABC Technologies submitting its first proposal to the TI Fluid Systems Board; and 37.2% to the closing price of 145.8 pence on 13 September 2024, being the last business day prior to the commencement of the offer period. The Company remains confident in its strategy. However, having considered the Proposal and having consulted with its financial and legal advisers, the Board has confirmed to ABC Technologies that, should a firm offer be made pursuant to Rule 2.7 of the Code on the same financial terms as the Proposal, it would be minded to recommend it to shareholders. In order to allow ABC Technologies to conclude due diligence, finalise financing and for the negotiation of definitive transaction documentation, ABC Technologies has requested, and the Board of TI Fluid Systems and the Panel on Takeovers and Mergers (the "Takeover Panel") have consented to, an extension of the "Put Up or Shut Up" deadline. Consequently, in accordance with Rule 2.6(c) of the Code, ABC Technologies is now required, by not later than 5.00 p.m. (London time) on 8 November 2024 to either announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended by the Board of TI Fluid Systems, with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code. There can be no certainty that a firm offer will ultimately be made for TI Fluid Systems by ABC Technologies. A further announcement will be made as and when appropriate. This announcement has been made with the consent of ABC Technologies. In accordance with Rule 2.5(a) of the Code, ABC Technologies reserves the following rights: a) to introduce other forms of consideration and/or to vary the composition of the consideration;b) to make an offer for TI Fluid Systems at a lower value or on less favourable terms than those described in this announcement: i) with the recommendation or consent of the Board of TI Fluid Systems; ii) if a third party announces a firm intention to make an offer for TI Fluid Systems on less favourable terms than the Proposal; and iii) following the announcement by TI Fluid Systems of a "whitewash" proposal; and c) to reduce its offer by the amount of any dividend that is announced, declared, made or paid by TI Fluid Systems after the date of this announcement and prior to completion. Valuation Update With 7 Day Price Move • Oct 14
Investor sentiment improves as stock rises 17% After last week's 17% share price gain to UK£1.82, the stock trades at a forward P/E ratio of 11x. Average forward P/E is 9x in the Auto Components industry in the United Kingdom. Total loss to shareholders of 22% over the past three years. Annonce • Sep 18
ABC Technologies Inc. cancelled the acquisition of TI Fluid Systems plc (LSE:TIFS). ABC Technologies Inc. made a proposal to acquire TI Fluid Systems plc (LSE:TIFS) for approximately £880 million on September 4, 2024. ABC Technologies made a revised proposal at £1.76 per share. As on August 22, 2024, ABC Technologies Inc. made a proposal to acquire TI Fluid Systems plc (LSE:TIFS) for £1.65 per share and was rejected by the Board of TI Fluid Systems. The Possible Offer is subject to customary pre-conditions, including the satisfactory completion of due diligence. The transaction is subject to introduce other forms of consideration and/or to vary the composition of the consideration, with the recommendation or consent of the Board of TI Fluid Systems, if a third party announces a firm intention to make an offer for TI Fluid Systems on less favourable terms than the Possible Offer, following the announcement by TI Fluid Systems of a "whitewash" proposal and to reduce its offer by the amount of any dividend that is announced, declared, made or paid by TI Fluid Systems after the date of this announcement and prior to completion. Lazard, Goldman Sachs International and Peel Hunt LLP acted as advisors to TI Fluid Systems.
ABC Technologies Inc. cancelled the acquisition of TI Fluid Systems plc (LSE:TIFS) Early last week as on September 9, 2024. The Board of TI Fluid Systems considered the Proposal in detail with its advisers and unanimously concluded that it significantly undervalued TI Fluid Systems and its prospects, and accordingly the Proposal was rejected early last week. The Board strongly urges shareholders to take no action at this time. A further announcement will be made if and when appropriate. Valuation Update With 7 Day Price Move • Sep 17
Investor sentiment improves as stock rises 24% After last week's 24% share price gain to UK£1.66, the stock trades at a forward P/E ratio of 10x. Average forward P/E is 8x in the Auto Components industry in the United Kingdom. Total loss to shareholders of 32% over the past three years. Major Estimate Revision • Aug 15
Consensus EPS estimates increase by 11%, revenue downgraded The consensus outlook for fiscal year 2024 has been updated. 2024 revenue forecast fell from €3.54b to €3.44b. EPS estimate rose from €0.188 to €0.209. Net income forecast to grow 20% next year vs 20% growth forecast for Auto Components industry in the United Kingdom. Consensus price target down from UK£1.95 to UK£1.90. Share price was steady at UK£1.27 over the past week. Declared Dividend • Aug 11
First half dividend of €0.024 announced Shareholders will receive a dividend of €0.024. Ex-date: 15th August 2024 Payment date: 13th September 2024 Dividend yield will be 4.9%, which is higher than the industry average of 2.3%. Sustainability & Growth Dividend is well covered by both earnings (39% earnings payout ratio) and cash flows (37% cash payout ratio). The dividend has increased by an average of 31% per year over the past 6 years. However, payments have been volatile during that time. EPS is expected to grow by 72% over the next 3 years, which should provide support to the dividend and adequate earnings cover. Reported Earnings • Aug 09
First half 2024 earnings: EPS misses analyst expectations First half 2024 results: EPS: €0.079 (up from €0.064 in 1H 2023). Revenue: €1.72b (down 2.8% from 1H 2023). Net income: €40.1m (up 21% from 1H 2023). Profit margin: 2.3% (up from 1.9% in 1H 2023). The increase in margin was driven by lower expenses. Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 2.4%. Revenue is forecast to grow 3.3% p.a. on average during the next 3 years, compared to a 5.5% growth forecast for the Auto Components industry in the United Kingdom. Over the last 3 years on average, earnings per share has fallen by 7% per year but the company’s share price has fallen by 27% per year, which means it is performing significantly worse than earnings. Annonce • Aug 08
TI Fluid Systems plc Approves Interim Dividend, Payable on 13 September 2024 TI Fluid Systems plc announced that the Board has approved a 4.3% increase on a per share basis in the interim dividend to €2.40 cents per share (H1 2023: 2.30 €cents). The dividend amount of 2.40 €cents will be converted from Euro to Sterling using the London closing spot rate on the record date of 16 August 2024 and the Sterling rate will be announced on 19 August 2024. The interim dividend will be paid on 13 September 2024 to holders of ordinary shares on the register on the record date. Annonce • May 29
TI Fluid Systems plc Approves Final Cash Dividend for the Year Ending 31 December 2023, Payable on 21 June 2024 On 12 March 2024, TI Fluid Systems plc announced that its Board intended to recommend to shareholders a final dividend of 4.53 Euro cents per ordinary share for the year ending 31 December 2023. Following shareholder approval at the 14 May 2024 Annual General Meeting, the dividend will be paid in sterling on 21 June 2024 (Payment Date) to holders of ordinary shares on the register on 24 May 2024 (Record Date).The approved dividend amount of 4.53 Euro cents was converted from Euro to Sterling using the London closing spot rate on the Record Date and 3.86 pence per ordinary share will be paid to record holders on the Payment Date. Upcoming Dividend • May 16
Upcoming dividend of €0.045 per share Eligible shareholders must have bought the stock before 23 May 2024. Payment date: 21 June 2024. Payout ratio is a comfortable 42% and this is well supported by cash flows. Trailing yield: 4.2%. Lower than top quartile of British dividend payers (5.7%). Higher than average of industry peers (3.3%). Major Estimate Revision • May 03
Consensus EPS estimates fall by 12% The consensus outlook for fiscal year 2024 has been updated. 2024 EPS estimate fell from €0.217 to €0.191 per share. Revenue forecast steady at €3.56b. Net income forecast to grow 16% next year vs 16% growth forecast for Auto Components industry in the United Kingdom. Consensus price target up from UK£1.92 to UK£1.96. Share price was steady at UK£1.42 over the past week. Annonce • May 03
TI Fluid Systems plc Provides Earnings Guidance for the Full Year 2024 TI Fluid Systems plc provided earnings guidance for the full year 2024. The company is planning assumptions for a modest year-on-year industry volume decline are unchanged. The company expects flat to low-single digit constant currency revenue growth. Declared Dividend • Apr 08
Final dividend of €0.045 announced Shareholders will receive a dividend of €0.045. Ex-date: 23rd May 2024 Payment date: 21st June 2024 Dividend yield will be 4.4%, which is higher than the industry average of 2.3%. Sustainability & Growth Dividend is well covered by both earnings (42% earnings payout ratio) and cash flows (31% cash payout ratio). The dividend has increased by an average of 32% per year over the past 6 years. However, payments have been volatile during that time. EPS is expected to grow by 83% over the next 3 years, which should provide support to the dividend and adequate earnings cover. Valuation Update With 7 Day Price Move • Mar 28
Investor sentiment deteriorates as stock falls 15% After last week's 15% share price decline to UK£1.43, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 8x in the Auto Components industry in the United Kingdom. Total loss to shareholders of 45% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at UK£2.71 per share. Annonce • Mar 28
TI Fluid Systems plc has filed a Follow-on Equity Offering. TI Fluid Systems plc has filed a Follow-on Equity Offering.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 30,000,000
Transaction Features: Subsequent Direct Listing Annonce • Mar 14
TI Fluid Systems plc Recommends Final Dividend TI Fluid Systems plc intends to recommend a final dividend of 4.53 Euro cents per share, or €23.2 million. New Risk • Mar 13
New major risk - Financial position The company's interest payments are not well covered by earnings. Net interest cover: 2.8x This is considered a major risk. If the company is unable to fund interest repayments on its debt through profits, it may be forced into reducing its debt burden through selling assets, undertaking a potentially costly capital raising or even into bankruptcy in the worst case scenario. Currently, the following risks have been identified for the company: Major Risk Interest payments are not well covered by earnings (2.8x net interest cover). Minor Risk Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Annonce • Mar 06
TI Fluid Systems plc Announces Step Down of Susan Levine as Non-Executive Director TI Fluid Systems plc announced that Susan Levine, non-executive director, has informed the Board of her decision to step down as a director of the Company with effect from the end of the Company's upcoming 2024 Annual General Meeting, at which she will not stand for re-election. Ms. Levine, who is one of two nominees of BC Omega Holdco Ltd. ("Bain Capital"), will remain a director and member of the ESG Committee until that time. Bain Capital has informed the Board that it does not intend to nominate an additional person for appointment as a director to replace Ms. Levine but that it retains the right to nominate an additional person for appointment as a director under the terms of its relationship agreement with the Company dated 25 October 2017. Annonce • Nov 02
TI Fluid Systems plc Provides Earnings Guidance for the Year 2023 TI Fluid Systems plc provided earnings guidance for the year 2023. The company remain confident in full-year outlook for revenue outperformance. Annonce • Sep 06
TI Fluid Systems plc (LSE:TIFS) agreed to acquire Cascade Engineering Europe Termelo, Kereskedelmi Es Szolgaltato Korlatolt Felelossegu Tars for $27.7 million. TI Fluid Systems plc (LSE:TIFS) agreed to acquire Cascade Engineering Europe Termelo, Kereskedelmi Es Szolgaltato Korlatolt Felelossegu Tars for $27.7 million on September 5, 2023. TIFS will acquire CEE for a cash consideration of $27.7 million or about 6x estimated 2023 EBITDA excluding synergies. TIFS will welcome CEE's 349 dedicated employees and acquire the 6,500m2 manufacturing facility in Budapest, Hungary. The acquisition is subject to customary closing conditions and regulatory approval. The acquisition will be immediately accretive to the group's underlying earnings. Annonce • Aug 11
TI Fluid Systems plc Declares Interim Dividend, Payable on 15 September 2023 On 8 August 2023, TI Fluid Systems plc announced that its Board had declared an interim dividend of 2.30 Euro cents per ordinary share based on the Group's financial position and prospects. The dividend will be paid in Sterling on 15 September 2023 to holders of ordinary shares on the register on the record date of 18 August 2023. Reported Earnings • Aug 09
First half 2023 earnings: EPS misses analyst expectations First half 2023 results: EPS: €0.064 (up from €0.001 in 1H 2022). Revenue: €1.77b (up 13% from 1H 2022). Net income: €33.2m (up €32.7m from 1H 2022). Profit margin: 1.9% (up from 0% in 1H 2022). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 8.0%. Revenue is forecast to grow 4.1% p.a. on average during the next 3 years, compared to a 13% growth forecast for the Auto Components industry in the United Kingdom. Over the last 3 years on average, earnings per share has fallen by 9% per year whereas the company’s share price has fallen by 6% per year. Annonce • Aug 09
TI Fluid Systems plc, Annual General Meeting, May 14, 2024 TI Fluid Systems plc, Annual General Meeting, May 14, 2024. Buying Opportunity • Aug 03
Now 20% undervalued The stock has been flat over the last 90 days. The fair value is estimated to be UK£1.59, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Meanwhile, the company became loss making. Buying Opportunity • Jun 09
Now 20% undervalued Over the last 90 days, the stock is up 14%. The fair value is estimated to be UK£1.66, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Meanwhile, the company became loss making. Board Change • Jun 01
High number of new directors There are 5 new directors who have joined the board in the last 3 years. CFO & Executive Director Alexander De Bock was the last director to join the board, commencing their role in 2023. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Annonce • May 31
TI Fluid Systems plc Approves Final Dividend for the Year Ended 31 December 2022, Payable on 23 June 2023 On 16 March 2023, TI Fluid Systems plc announced that its board had recommended a final dividend of 1.54 Euro cents per ordinary share for the year ended 31 December 2022. Following shareholder approval at the AGM held on 16 May 2023, the dividend will be paid in sterling on 23 June 2023 (Payment Date) to holders of ordinary shares on the register on 26 May 2023 (Record Date). Buying Opportunity • May 24
Now 23% undervalued Over the last 90 days, the stock is up 9.2%. The fair value is estimated to be UK£1.68, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Meanwhile, the company became loss making. Upcoming Dividend • May 18
Upcoming dividend of €0.015 per share at 1.7% yield Eligible shareholders must have bought the stock before 25 May 2023. Payment date: 23 June 2023. The company is not currently making a profit but it is cash flow positive. Trailing yield: 1.7%. Lower than top quartile of British dividend payers (5.8%). Lower than average of industry peers (3.2%). Annonce • May 17
TI Fluid Systems plc Elects Trudy Schoolenberg to Its Board of Directors TI Fluid Systems plc at its Annual General Meeting held on Tuesday, 16 May 2023, elected Trudy Schoolenberg to Its Board of Directors. Recent Insider Transactions Derivative • Mar 22
CFO & Executive Director exercised options to buy UK£290k worth of stock. On the 20th of March, Ronald Hundzinski exercised options to buy 293k shares at a strike price of around UK£1.01, costing a total of UK£296k. This transaction amounted to 59% of their direct individual holding at the time of the trade. Since June 2022, Ronald has owned 567.21k shares directly. Company insiders have collectively bought UK£525k more than they sold, via options and on-market transactions, in the last 12 months. Reported Earnings • Mar 17
Full year 2022 earnings: EPS misses analyst expectations Full year 2022 results: €0.54 loss per share (down from €0.028 profit in FY 2021). Revenue: €3.27b (up 11% from FY 2021). Net loss: €279.1m (down €293.4m from profit in FY 2021). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates. Revenue is forecast to grow 4.9% p.a. on average during the next 3 years, compared to a 13% growth forecast for the Auto Components industry in the United Kingdom. Over the last 3 years on average, earnings per share has fallen by 11% per year whereas the company’s share price has fallen by 14% per year. Buying Opportunity • Jan 18
Now 22% undervalued after recent price drop Over the last 90 days, the stock is down 9.2%. The fair value is estimated to be UK£1.49, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 4.4% over the last 3 years. Earnings per share has declined by 15%. For the next 3 years, revenue is forecast to grow by 7.3% per annum. Earnings is also forecast to grow by 52% per annum over the same time period. Annonce • Jan 18
Ti Fluid Systems plc Provides Revenue Guidance for the Year Ended December 31, 2022 TI Fluid Systems plc provides revenue guidance for the year ended December 31, 2022. For the year, the company expects revenue to be circa €3.26 billion at actual rates representing growth of approximately 10% compared to 2021. The Group did experience an unexpected negative sales impact in China during Fourth Quarter primarily due to the government's COVID policy changes which caused unexpected production shutdowns. This revenue growth is set against global light vehicle production (GLVP) volumes of 82.0 million units, an increase of 6.2% compared to 2021, with Group constant currency revenue growth anticipated to be behind GLVP growth by approximately 100 bps, mostly the result of the rapid transition of domestic Chinese OEMs to BEV platforms whichpresents a short term mix issue for the Group in that market. Major Estimate Revision • Jan 10
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 EPS estimate fell from €0.10 to €0.09. Revenue forecast unchanged from €3.26b at last update. Net income forecast to grow 1,209% next year vs 48% growth forecast for Auto Components industry in the United Kingdom. Consensus price target broadly unchanged at UK£1.80. Share price fell 3.2% to UK£1.33 over the past week. Annonce • Dec 15
TI Fluid Systems plc to Report Fiscal Year 2022 Results on Mar 16, 2023 TI Fluid Systems plc announced that they will report fiscal year 2022 results on Mar 16, 2023 Board Change • Nov 16
High number of new directors There are 6 new directors who have joined the board in the last 3 years. Senior Independent Director Trudy Schoolenberg was the last director to join the board, commencing their role in 2022. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Annonce • Nov 03
TI Fluid Systems plc to Report Q2, 2023 Results on Aug 08, 2023 TI Fluid Systems plc announced that they will report Q2, 2023 results on Aug 08, 2023 Major Estimate Revision • Oct 18
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 EPS estimate fell from €0.14 to €0.10 per share. Revenue forecast steady at €3.23b. Net income forecast to grow 1,492% next year vs 59% growth forecast for Auto Components industry in the United Kingdom. Consensus price target down from UK£2.12 to UK£2.00. Share price rose 9.6% to UK£1.28 over the past week. Major Estimate Revision • Aug 22
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 EPS estimate increased from €0.10 to €0.14. Revenue forecast steady at €3.21b. Net income forecast to grow 1,618% next year vs 60% growth forecast for Auto Components industry in the United Kingdom. Consensus price target broadly unchanged at UK£2.15. Share price fell 15% to UK£1.48 over the past week.