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

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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.

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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

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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

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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.

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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

FII8 Day Three Ends with $70 Billion in Deals Announced

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RIYADH, Saudi Arabia, Nov. 2, 2024 /PRNewswire/ — The Future Investment Initiative (FII) Institute wrapped up Day 3 of its 8th annual gathering in Riyadh, with an “Investment Day” under the theme of “Infinite Horizons: Investing Today, Shaping Tomorrow.” Leaders, investors, and innovators explored avenues to drive impactful investment in emerging markets, venture capital, and sustainable growth strategies, setting the stage for the future of global finance and economic development.

Richard Attias, CEO of the FII Institute, commented on the day’s events: “Today’s discussions underscored the power of targeted investments to transcend traditional boundaries, creating opportunities in markets that promise to shape the next economic era. Our collective focus on deploying capital with long-term vision and sustainability will guide us as we navigate an ever-changing landscape.”

Standout Moments from FII8 Day 3:

1.         Opening Remarks by H.E. Faisal F. Alibrahim

H.E. Faisal F. Alibrahim, Minister of Economy & Planning for the Kingdom of Saudi Arabia opening remarks set the tone for the day, emphasizing the role of investment in Saudi Arabia’s economic transformation under Vision 2030, highlighting non-oil growth as pivotal for future diversification.

2.         Panel on Alternative Asset Growth in Emerging Markets

Key insights were shared during a session featuring H.E. Mohammed El-Kuwaiz, Chairman, Capital Market Authority (CMA); Rishi Kapoor, Vice Chairman & CIO, Investcorp; Chip Kaye, Chairman, Warburg Pincus LLC which focused on new frontiers in alternative asset growth. This panel explored trends driving investments in emerging economies, spotlighting regions set to lead the next growth phase.

3.         Capital Allocators Roundtable

A high-level discussion gathered influential leaders to discuss 2024’s projected impact for alternative assets and the diversification trends shaping institutional portfolios. The roundtable featured a diverse array of experts, including institutional investors, and thought leaders, all sharing insights on how alternative investments are becoming crucial in navigating economic uncertainties.

4.         Venture Capital Hotspots: Catalysts for Disruption

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In this session, the panel explored the evolving landscape of innovation funding, with a particular emphasis on developments in burgeoning markets like Saudi Arabia.

5.         Health Humanity Initiative

In a global effort to secure a healthier future for all, FII Institute launched the Healthy Humanity Initiative inviting over 100 corporations, 10 health insurance companies insurers and governments from the Global South and North to join the movement to impact lives by providing free preventive health checkups for citizens every two years, waive up to 50% in health bills and ensure tax-free benefits. So far, this initiative has garnered support from Saudi Health in All Policies (HIAP), Claure Group, Moderna, Merck GCC, ⁠Ausmed Global, ⁠Qi Ming Venture Partners, ⁠Burjeel Holdings, SCAI, CURA, Genrait and Cleveland Clinic.

6.         Health Longevity Compass

The FII Institute presented findings from the Healthy Longevity Compass, which surveyed 22,600 respondents across 21 countries in partnership with The McKinsey Health Institute. The study revealed that 70% of individuals aspire to adopt healthier living habits, yet 43% in developing countries are dissatisfied with access to nutritious food. Read the Full Report Here.

7.         Investment Day

FII8 Investment Day launched a dynamic new chapter for the entrepreneurial ecosystem, transforming bold visions into actionable solutions that drive progress. At the inaugural global program hosted by FII Institute, five start-up companies showcased their cutting-edge tech solutions tackling world’s most pressing global challenges in artificial intelligence and robotics, sustainability, health and education. Among the innovators were: Oxccu, Sakuu, Beyond-Aero, Archireef and Bytelearn.

In the finale, Sakuu emerged as the winner and was crowned FII8 Innovator 2024. Each participating company received 2025 FII Institute complimentary membership and access to the FII Venture Program – powered by General Atlantic and Lakestar. This comprehensive support system is designed to accelerate their growth, offering unparalleled opportunities for market expansion, knowledge sharing and global visibility. Additionally, the innovative start-ups are eligible for a market expansion package providing over $10 million in financing grants and startup support. They may also benefit from soft landing program through NTDP (Saudi Arabia) and Hong Kong Science and Technology Park.

8.         Closing Remarks by H.H. Prince Faisal bin Farhan Al Saud, KSA Minister of Foreign Affairs. H.H. Prince Faisal emphasized the importance of global citizenship in addressing today’s pressing issues. He highlighted that collaboration across nations is vital for tackling conflicts, climate change, health crises, and economic disparities.

9.          Announcements: During the four days of the FII8 conference, over 30 plus announcements worth 70 billion dollars were made that focused on promoting sustainable development and innovative solutions for humanity. Additionally, strategic partnerships were established highlighting collaboration across various sectors, including technology, quality of life, and innovation.

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As FII8 wrapped up, the narrative of a united front for positive change was clear. The collective voices of leaders and innovators echoed the sentiment that the future is not just a vision; it’s a movement we are all part of Day 3 at FII8 demonstrated the Institute’s commitment to connecting capital with impactful initiatives, further strengthening the global investment landscape. The FII Institute continues its mission of fostering sustainable and forward-looking investments that empower change across diverse geographies.

For media inquiries, please contact: [email protected]

About FII Institute

The Future Investment Initiative (FII) Institute is a global non-profit foundation driven by data with an investment arm and one agenda: Impact on Humanity. Global and inclusive, we foster great minds from around the world and turn ideas into real-world solutions in four critical areas: Artificial Intelligence (AI) & Robotics, Education, Healthcare and Sustainability.

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Fintech PR

CCTV+: From Silk Road Gateway to Global Innovation Hub: Xi’an Advances Industrial Upgrades and International Cooperation

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XI’AN, China, Nov. 2, 2024 /PRNewswire/ — Xi’an, an ancient capital and starting point of the Silk Road, is growing rapidly into a cosmopolis of technological innovation, industrial transformation and international cooperation. The city is becoming a global hub for innovation and economic cooperation and a destination that converges historical heritage with modern creativity. By leveraging initiatives in New Quality Productivity, the Internet of Things, high-tech industries, culture, and international business services, Xi’an showcases its dynamic blend of past and future.

Industrial Development: Technology and Innovation Drive Emerging Industry Clusters

Aiming to establish itself as an international hub with rapid scientific and technological innovation, Xi’an is now building a comprehensive national science center and a center for science and technology innovation.

The Silk Road Technology City is now home to more than 4,000 companies and has fostered two major industry clusters, in optoelectronics and automobiles, each worth tens of billions. Leading industry giants like BYD and Samsung have established themselves here, taking advantage of Xi’an’s robust policy support for innovation-led growth. LONGi, a world leader in solar technology, is actively building Shaanxi’s 100-billion-grade silicon-based solar PV industry innovation cluster, driving industry-wide growth through R&D and supply chain expansion; while BYD’s comprehensive new energy vehicle industry chain has also positioned Xi’an as a key base for new energy technology and electric vehicles.

Belt and Road Hub: Connecting Development Across Borders

As a central hub along the Belt and Road, Xi’an recently hosted the Belt and Road Forum for International Think Tank Cooperation, fostering collaboration and advancing connected, networked development through the trans-Eurasian transport corridor. With growing trade opportunities, Xi’an is also expanding its reach into international markets, particularly in Central Asia, exporting specialty agricultural products like kiwi fruit.

Through conventions and conferences, Xi’an has demonstrated its significant potential for international economic cooperation, establishing stronger ties in Central Asia and Belt and Road countries.

New Quality Productivity: Smart Technologies and Advanced Manufacturing Fuel Growth

New Quality Productivity is driving Xi’an’s high-quality development leveraging smart technologies and intelligent manufacturing. Local enterprises like SUNNYIT are promoting innovative applications of IoT technologies to tackle industry bottlenecks, Xi’an Chinastar M&C Limited is supporting real-time urban management with products including smart manhole covers and parking monitoring systems to support urban safety and municipal services.

Industrial robots and intelligent manufacturing are also accelerating Xi’an’s industry transformation. Xi’an Aerospace Automation’s 4,000-kilogram robot, designed for warehouse logistics, highlights the city’s advancements in high-load, high-precision applications.

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High-Quality Development: Digital Technology Empowers Xi’an’s Smart City Ambitions

Xi’an is progressing in smart city development, enabling companies to utilize big data and AI for comprehensive traffic analysis, enhancing traffic management efficiency, and establishing a “transportation+” multi-scenario service system to improve travel experiences.

Xi’an looks to cooperate with more companies and research institutions in fields of environmental protection, water-related affairs, education, and urban management with the goal of promoting technological breakthroughs in areas such as intelligent video analysis and large-scale AI models, empowering city management and services through digital technologies and support the development and innovation of companies in the city.

Opening Up to the World: Xi’an Shares Its Story and Strengthens Business Environment

The newly established Xi’an International Communication Center shares Xi’an’s story in multiple languages, promoting Chinese culture and positioning Xi’an as a major platform for cultural exchange. Additionally, a legal service center in Xi’an Chanba International Port now offers comprehensive legal support, fostering a fair and just international business environment.

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Fintech PR

KuCoin Shines at The Gateway Event, Advocating for Blockchain Innovation Through TON

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DUBAI, UAE, Nov. 2, 2024 /PRNewswire/ — KuCoin, a global leader in the cryptocurrency exchange arena, is thrilled to announce its active participation at this year’s premier TON community event, The Gateway. The annual conference, renowned for uniting key players in the TON ecosystem, aligns perfectly with KuCoin’s mission to democratize cryptocurrency and expand its reach across the globe.

Representing KuCoin at the event was Alicia, who took part in the insightful panel discussion on “Perspective Sectors on TON for VCs and Exchanges.” Her presence underscored the vibrant potential of the venture capital market within emerging blockchain technologies, particularly the TON ecosystem. Alicia’s discussion highlighted how TON’s seamless integration with Telegram presents unique opportunities for innovation and user engagement, resonating with KuCoin’s strategic initiatives to bridge social connectivity with financial transactions.

“TON’s integration with Telegram not only simplifies the user experience but also amplifies it, making it a gateway for millions to engage with Web3 technologies,” Alicia stated. She emphasized KuCoin’s commitment to leveraging this synergy to enhance secure, user-friendly trading experiences, thus furthering its mission of putting crypto in every pocket.

KuCoin’s participation in The Gateway event reinforces its dedication to fostering a secure, robust, and accessible trading environment, paving the way for a new era of crypto and blockchain integration.

About KuCoin

Launched in September 2017, KuCoin is a leading cryptocurrency exchange with its operational headquarters in Seychelles. As a user-oriented platform with a focus on inclusiveness and community engagement. It offers over 800 digital assets across Spot trading, Margin trading, P2P Fiat trading, Futures trading, and Staking to its 36 million users in more than 200 countries and regions. KuCoin ranks as one of the top 6 crypto exchanges. KuCoin was acclaimed as “One of the Best Crypto Apps & Exchanges of June 2024” by Forbes Advisor and has been included as one of the top 50 companies in the “2024 Hurun Global Unicorn List”. Learn more at https://www.kucoin.com/

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