Takeover Offers
RECOMMENDED SHARE OFFER BY TITAN INTERNATIONAL, INC. FOR TITAN EUROPE PLC.
Notice is hereby given in accordance with section 978(1) of the Companies Act 2006 that, by means of a document regarded by the FSA as being equivalent to that of a prospectus relating to the New Titan International Common Shares proposed to be issued pursuant to the terms of the Offer and prepared in accordance with paragraph 1.2.2R(2) of the Prospectus Rules made under Section 84 of FSMA dated and published on 14 September 2012 (the “Prospectus Equivalent Document”) and a formal offer document dated and published on 14 September 2012 (the “Offer Document”), a recommended share offer (the “Offer”) is made by Titan International, Inc. (“Titan International”) to acquire the entire issued ordinary share capital of Titan Europe Plc (“Titan Europe”) (other than those shares already owned by Titan Luxembourg S.a.r.l., a wholly owned subsidiary of Titan International) and any further shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Titan International may determine) (the “Titan Europe Shares”). Terms defined in the Prospectus Equivalent Document or the Offer Document have the same meaning in this notice.
Under the terms of the Offer, one New Titan International Share will be issued for every 11 Titan Europe Shares in respect of which valid acceptances are received. This values each Titan Europe Share at approximately 128.1 pence per share, representing a premium of approximately 13.3 per cent. to the Closing Price of 113 pence per Titan Europe Share on 16 July 2012 (being the last Business Day before the commencement of the Offer Period) and 15.1 per cent. to the Closing Price of 111.25 pence per Titan Europe Share on 13 September 2012 (being the latest practicable date prior to the date of this notice).
Application will be made to the New York Stock Exchange for the New Titan International Shares to be admitted to trading. Titan International does not intend to apply for the New Titan International Shares to be admitted to the Official List or to be admitted to trading on the London Stock Exchange’s Main Market for listed securities or on AIM. The New Titan International Shares will have no par value, will have the same rights as all outstanding Titan International Shares and, when allotted, will rank pari passu with existing Titan International Shares, including in respect of all dividends made, paid or declared from the time of their allotment.
Unlike Titan Europe Shares, New Titan International Shares are not capable of being held, transferred or settled through the usual UK settlement systems such as CREST. In addition, Titan Europe Shareholders who currently hold their Titan Europe Shares in certificated form may find holding and trading the New Titan International Shares directly involves a number of formalities that may be unfamiliar to UK and certain other investors. For these reasons, Titan Europe Shareholders resident in a CSN Permitted Jurisdiction will, as an alternative to being issued with New Titan International Shares directly, have the option to be issued with Titan International CDIs. The Titan International CDI arrangements broadly reflect the economic rights attached to the New Titan International Shares. However, while the holders of Titan International CDIs will have an entitlement to the underlying New Titan International Shares, they will not be the registered holders of the New Titan International Shares.
The Offer is, by means of this notice, extended to all persons to whom the Offer Document may not have been sent who hold or who are entitled to have allotted or issued to them Titan Europe Shares. Such persons are informed that copies of the Prospectus Equivalent Document, the Offer Document and the personalised Form of Acceptance (for use by the holders of Titan Europe Shares in certificated form only) may be requested to be received by persons in hard copy form by writing to Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN. Copies of the Prospectus Equivalent Document and the Offer Document are also available for download at www.titan-intl.com. The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and the Form of Acceptance (in respect of the Titan Europe Shares held in certificated form).
This document is not a prospectus or a document regarded by the FSA as being equivalent to that of a prospectus (within the meaning of the Prospectus Rules) but is a notice given in accordance with section 978(1) of the Companies Act 2006. Holders of Titan Europe Shares should not accept the Offer nor invest in the New Titan International Shares except on the basis set out in the Offer Document and the Form of Acceptance (in respect of the Titan Europe Shares held in certificated form).
The Independent Directors of Titan Europe, who have been so advised by Arden Partners plc (“Arden”), Titan Europe’s financial adviser, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Arden has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors unanimously recommend all Titan Europe Shareholders to accept the Offer.
The Independent Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial holdings which total 877,000 Titan Europe Shares representing, in aggregate, approximately 1 per cent. of the existing issued share capital of Titan Europe. In addition, one other director of Titan Europe has irrevocably undertaken to accept the Offer in respect of his 653,000 shares in Titan Europe. Accordingly, Titan Europe has irrevocable undertakings to accept the offer from Titan Europe Shareholders in respect of 1,530,000 Titan Europe Shares, representing, in aggregate, approximately 1.75 per cent. of the existing issued share capital of Titan Europe. All the irrevocable undertakings remain binding even if a higher competing offer is announced by a third party.
Acceptances of the Offer should be received by no later than 1.00 pm on 5 October 2012 or such later time(s) and/or date(s) as Titan International may, subject to the Code, decide.
Unless otherwise determined by Titan International and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into or by the use of mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange of a Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of the Prospectus Equivalent Document, the Offer Document and the Form of Acceptance (in respect of Titan Europe Shares held in certificated form) and any related documents are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving any such document (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The Titan International Directors accept responsibility for the information contained in this notice and to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.
Copies of this notice are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Titan International’s website at www.titan-intl.com and on Titan Europe’s website at www.titaneurope.com until the end of the Offer Period.