Fintech PR

Response to possible offer announcement by ABC Technologies Inc. (“ABC Technologies”)

Published

4 days ago

September 14, 2024

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

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER IF MADE

LONDON, Sept. 14, 2024 /PRNewswire/ — The Board of TI Fluid Systems notes the recent announcement by ABC Technologies Inc., a company majority-owned by investment funds managed by Apollo Management IX, L.P., regarding a possible offer for the Company.

The Board confirms that on 4 September 2024, it received a second unsolicited, highly preliminary and non-binding all-cash proposal from ABC Technologies to acquire TI Fluid Systems at a price of 176 pence per TI Fluid Systems share (the “Proposal”). This followed a previous proposal at 165 pence per TI Fluid Systems share.

The terms of the second proposal represent a premium of 20.7% to the closing share price of 145.8 pence on 13 September, prior to press speculation about a potential offer for the Company.

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 is confident in the strategy and prospects of the Company.

The Board strongly urges shareholders to take no action at this time. A further announcement will be made if and when appropriate.

In accordance with Rule 2.6(a) of the Code, ABC Technologies is required, by not later than 5.00 p.m. (London time) on 12 October 2024, either to announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer for TI Fluid Systems, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This statement is being made by TI Fluid Systems without the consent of ABC Technologies.

Enquiries:

TI Fluid Systems plc
Kellie McAvoy		[email protected] +44 (0) 7354 846 374

Headland Consultancy
Matthew Denham		+44 (0)7551 825 496
Chloe Francklin		+44 (0)7834 974 624 Advertisement

Goldman Sachs (Joint Financial Adviser and Corporate Broker)		+44 (0) 20 7774 1000
Nimesh Khiroya
Axel Hoefer
Tom Hartley
Ben Duell

Peel Hunt LLP (Joint Financial Adviser and Corporate Broker)		+44 (0) 20 7418 8900
Mike Bell Advertisement
Marc Jones
Pete Mackie
Sam Cann

Important information

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for TI Fluid Systems and no one else in connection with the Proposal or any other matter referred to in this announcement and will not be responsible to anyone other than TI Fluid Systems for providing the protections offered to clients of Goldman Sachs or for providing advice in relation to the contents of this announcement or any matters referred to herein.

Peel Hunt LLP (“Peel Hunt”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser and corporate broker to TI Fluid Systems and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than TI Fluid Systems for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. 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 the matters referred to in this announcement, or otherwise.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.TIFluidSystems.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, the Company confirms that as at the close of business on 13 September 2024 its issued share capital consisted of 498,204,654 ordinary shares of £0.01 each.

The Ordinary Shares are voting shares (each such Ordinary Share carries one vote per Ordinary Share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BYQB9V88.

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Fintech PR

Apt.Residential Selects Yardi’s Technology to Support BTR Projects

Published

3 hours ago

September 18, 2024

CISION (PR Newswire)

apt.residential-selects-yardi’s-technology-to-support-btr-projects

Australian property developer and operator to utilise innovative cloud platform for construction and investment accounting

SYDNEY, Sept. 18, 2024 /PRNewswire/ — Apt.Residential, an owner, developer and operator of residential properties in Australia, has chosen Yardi’s single connected platform to support growth, connect teams and manage capex projects and build.

With Yardi®, Apt.Residential can manage its funds and simplify complex financial processes, mitigate risk and deliver real-time insights into projects. The platform provides more visibility from investor to asset and delivers enhanced and accurate reporting. The company can access live data for costing, expenses, and revenue on all projects, from ground-up development to single-unit improvements and will allow Apt.Residential to grow the volume of units within BTR once they have operational units.

“We wanted to find the best platform for BTR that would support growth, streamline management of capex projects and handle our complex accounting,” said Michael Hogg, co-founder & head of operations for Apt.Residential. “Yardi’s single integrated platform was the best solution as it ensures our team can connect on one system and not worry about integrations or using multiple platforms.”

“We’re excited to work with Apt.Residential and support its growth as the company expands its BTR projects,” said Neal Gemassmer, vice president and general manager for Yardi. “Our connected platform will help Apt.Residential enhance communication and set them up so they’re ready to operate once development has completed.”

See how Yardi’s end-to-end technology can help drive your digitalisation strategies.

About Apt.Residential
Apt.Residential is a leading vertically integrated owner, developer, and operator of residential properties in Australia backed by global institutional capital. The company develops residential communities where wellbeing and connectedness come first. Its human-centric approach allows Apt.Residential to shape places for people who crave comfort, community, and elevated living. For more information, please visit aptresidential.au.

About Yardi

Celebrating its 40-year anniversary in 2024, Yardi® develops industry-leading software for all types and sizes of real estate companies across the world. With over 9,500 employees, Yardi is working with our clients to drive significant innovation in the real estate industry. For more information on how Yardi is Energised for Tomorrow, visit yardi.com.au.

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Fintech PR

NewCo Capital Group Continues Global Expansion as 2024 Milestones Set The Stage for an Ambitious Q4

Published

3 hours ago

September 18, 2024

CISION (PR Newswire)

newco-capital-group-continues-global-expansion-as-2024-milestones-set-the-stage-for-an-ambitious-q4

NEW YORK, Sept. 18, 2024 /PRNewswire/ — As Q4 fast approaches, NewCo Capital Group (“NewCo”) and Australia-based Bizcap are finalizing year-end initiatives to strategically position both companies for an ambitious expansion in 2025.

Both companies have celebrated a highly successful 2024, marked by remarkable and accelerated growth. This momentum has been driven by Bizcap’s unique Line of Credit product, NewCo’s introduction of their “Line of Capital” product and the launch of NewCo’s new mobile app. CEO Albert Gahfi emphasized the importance of closing 2024 on a high note to set the stage for future growth. “We’ve had an exceptional year so far, but our focus is on what comes next. We’re building the foundation for 2025 and beyond, ensuring that NewCo and Bizcap are positioned for continued global expansion.”

The plan for Q4 includes deepening their presence in existing markets while making calculated moves into new territories, including Singapore, Germany, and Luxembourg. “There are new opportunities in emerging markets that are currently underserved, where we believe we can make a significant impact. As a result, 2025 promises to be an exciting year for SMB financing globally.”

By reinforcing their operational and technological infrastructure, the companies are preparing to meet the demands of a rapidly evolving global financing landscape. “2024 has been a year of strong growth, but we’re not stopping here,” Gahfi said. “We are focused on delivering innovative financing solutions that not only meet the needs of today but also anticipate the demands of tomorrow. As we head into 2025, we’re ready to expand our reach and provide even more businesses with the capital they need.”

Part of a multinational collaboration, NewCo and Bizcap have successfully deployed over $1.5 billion to over 35,000 businesses worldwide. Gahfi commented, “We’re moving capital faster and more effectively than any other sector and our clients are benefiting from that growth.”

NewCo’s strength lies in its ability to adapt quickly, using a unique mix of proprietary technology, nuanced underwriting, and an experienced risk management team. The companies’ hybrid approach is challenging outdated financing models, making NewCo a preferred partner for SMBs looking for custom capital solutions that truly fit their needs.

“We’re not just growing; we’re leading,” Gahfi added. “As we expand globally, our goal remains the same—helping small businesses scale, create jobs, and thrive.”

With a clear strategy and a relentless focus on delivering value, NewCo Capital Group is primed to deepen its market influence and capitalize on emerging opportunities. As the company prepares for its next wave of market entries, Q4 will serve as a pivotal launchpad for an even more ambitious 2025, setting the stage for continued growth and global leadership.

For more information, visit www.NewCoCapitalGroup.com.

Contact:

NewCo Capital Group
Email: [email protected]
Website: www.NewCoCapitalGroup.com

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Fintech PR

Zulu Ecosystems and Severn Trent Water secure Innovate UK funding to pioneer catchment-scale Nature-based Solutions

Published

5 hours ago

September 18, 2024

CISION (PR Newswire)

Partnership aims to develop innovative funding model for nature-based solutions that enhance water resilience in the Idle and Torne catchment, a priority area for environmental improvement
Project will aggregate supply and demand for ecosystem services across the 1,200km²catchment, benefiting both nature and local communities
Led by Zulu Ecosystems, the collaboration seeks to accelerate private investment in nature recovery while addressing critical water challenges

LONDON, Sept. 18, 2024 /PRNewswire/ — Zulu Ecosystems and Severn Trent Water have been awarded funding from Innovate UK, the UK’s innovation agency, for a £580,000 project to develop a groundbreaking catchment system operator model for unlocking private investment in nature. The project aims to enhance water resilience and deliver multiple benefits for both nature and local communities in the Idle and Torne River catchment.

The Idle and Torne catchment, identified as a priority catchment by the Environment Agency, faces significant challenges including drought risk, flood vulnerability, and water quality issues. Approximately 60% of water bodies in the catchment currently fail to meet good ecological status. However, the area also presents substantial opportunities for nature recovery, with potential to restore over 5,000 hectares of priority habitats and significantly improve water resources management.

This innovative partnership will leverage Zulu Ecosystems’ cutting-edge natural capital assessment capabilities and Severn Trent Water’s expertise in water management to create a scalable approach for funding and delivering nature-based solutions. The project will focus on interventions such as woodland creation, wetland restoration, and riparian woodland to address the catchment’s pressing environmental challenges. The project will engage local stakeholders, including farmers, landowners, and community groups, to ensure that interventions reflect local needs and knowledge.

Ed Asseily, CEO of Zulu Ecosystems, said:

“This funding from Innovate UK is a game-changer for how we approach local nature recovery and water resilience. By developing a catchment-scale model that aggregates both the supply of and demand for ecosystem services, we can accelerate the flow of private capital into nature-based solutions.”

Severn Trent Water will play a key role as the project’s System Operator, strategically coordinating plans and aligning stakeholder priorities to maximise outcomes for water services and the environment.

Richard Smith, Strategic Asset Planning Manager at Severn Trent Water, commented:

“We’re excited to partner with Zulu Ecosystems on this transformative project. By adopting a system operator approach, we can ensure that investments in nature-based solutions deliver the greatest possible benefits for our customers, local communities, and the environment.”

This project has been funded by Innovate UK as part of the ‘Integrating Finance and Biodiversity for a Nature Positive Future’ programme, a joint initiative between the Natural Environment Research Council (NERC) and Innovate UK. This £7 million programme aims to develop solutions that embed the values of biodiversity into financial decision-making.

By bridging the gap between nature recovery and water resilience, this project has the potential to create a replicable model for sustainable landscape management across the UK. Innovate UK’s support underscores the national significance of developing new approaches to environmental management that can deliver multiple benefits, including improved water security, enhanced biodiversity, climate resilience, and potential new income streams for landowners.

Over the next 9 months, the project team will work closely with local stakeholders to identify priority interventions and develop a portfolio of investable nature-based solutions. The project aims to demonstrate how multi-stakeholder nature-based projects can be developed, funded, and delivered at catchment-scale to address climate adaptation and reverse biodiversity loss. Findings will be published to help scale similar initiatives across the UK and beyond.

For more information, please contact:
[email protected]
[email protected]

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