Publication of Circular, Notice of General Meeting

TI Fluid Systems PLC

06 September 2023

 

6 September 2023

TI Fluid Systems plc

Publication of Circular and Notice of General Meeting

TI Fluid Systems plc is pleased to announce that it has today published a circular (the "Circular") containing details of a general meeting (the "General Meeting") of TI Fluid Systems plc (the "Company") which will be held at 2 p.m. on 22 September 2023 at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF. The Notice of the General Meeting is set out in Part 4 of the Circular which has been mailed to shareholders and can be found on our website at https://tifluidsystems.com/investors/ipo-sbb/SBB. The purpose of the Circular is to set out the business to be considered at the General Meeting.

At the Company's annual general meeting for 2023 held on 16 May 2023 (the "2023 AGM"), the shareholders of the Company approved resolution 19 and in doing so granted the Company authority to purchase Ordinary Shares in the market during the period from the end of the 2023 AGM until the earlier of the close of business on 16 August 2024 or the end of the Company's annual general meeting for 2024 (the "Buy Back Authority").

BC Omega, the Company's largest shareholder, is currently interested in an aggregate of 191,064,632 Ordinary Shares, representing 36.72% of the issued share capital of the Company. If the Company were to repurchase from persons other than BC Omega all the Ordinary Shares that it is authorised to repurchase under the Buy Back Authority, BC Omega's interest in shares would (assuming no other allotments of Ordinary Shares) increase to 40.80% of the issued share capital of the Company (excluding treasury shares) by virtue of such actions. Therefore, Independent Shareholders will be asked to approve the waiver granted by the Panel of the obligation that would otherwise arise on any member of the Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Code as a result of the potential exercise by the Company, prior to the Company's annual general meeting for 2024, of the Buy Back Authority (the "Waiver Resolution"). Approval by the Shareholders of the Waiver Resolution is a pre-condition to the exercise of the Buy Back Authority by the Company.

The Circular provides Independent Shareholders with the details of the Waiver Resolution and the recommendation of the Independent Directors in relation to the Waiver Resolution.

The Board encourages Shareholders to submit their Proxy Forms on the Waiver Resolution as soon as possible. Further instructions on completion of Proxy Forms are set out on pages 15 to 16 of the Circular. Completion and return of a Proxy Form will not preclude Shareholders from attending and voting at the General Meeting should they choose to do so.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Circular, unless the context requires otherwise.

Enquiries:

TI Fluid Systems plc

Tim Furber

Investor Relations

Tel: [phone]

FTI Consulting

Richard Mountain

Nick Hasell

Tel: [phone]

About TI Fluid Systems

TI Fluid Systems is a global innovator of thermal and fluid system solutions for the full range of current and developing vehicle architectures. Serving all major automotive manufacturers, with more than 100 years of automotive supply experience; TI Fluid Systems operates across 28 countries with a commitment to improving efficiency, performance and sustainability worldwide. To find out more about TI Fluid Systems, visit www.tifluidsystems.com.

 

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