공시 • 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. 공시 • 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. 공시 • 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. 
