TI Fluid Systems PLC

Transaction in Own Shares • Apr 10, 2025

National Storage Mechanism | Additional information

RNS Number : 4131E

TI Fluid Systems PLC

10 April 2025

10 April 2025

TI Fluid Systems plc

("the Company")

Notification of transactions of Directors/

Persons Discharging Managerial Responsibilities ("PDMRs")

On 29 November 2024, the boards of directors of the Company 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").

Pursuant to, and in accordance with, the terms of the Acquisition agreed by the Company and Bidco, performance-based measured awards granted over ordinary shares in the Company ("Shares") under the Company's Long Term Incentive Plan (the "Plan") (the "Awards") vested on 8 April 2025, being the date the High Court of Justice in England and Wales sanctioned the scheme of arrangement to implement the Acquisition (the "Scheme"), and were satisfied via the transfer of Shares from the Company's Employee Benefit Trust (the "EBT") on 9 April 2025 (or will otherwise be satisfied in cash following the date on which the Scheme becomes effective (the "Effective Date")).

As a result, the following PDMRs had Awards vest and satisfied by the transfer of Shares from the EBT (or will otherwise be satisfied in cash following the Effective Date) as further described below. 

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Hans Dieltjens

2  

Reason for the notification

a)

Position/status

Chief Executive Officer and President (and Executive Director)

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) 

Name

TI Fluid Systems plc

b)

LEI

5493001T9RXVD6OAWY46

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of TI Fluid Systems plc of £0.01 each

GB00BYQB9V88

b)

Nature of the transaction

Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.00	3,863,409 Ordinary Shares

d) 

Aggregated information  

- Aggregated volume

- Price 

N/A

e)

Date of the transaction

8 April 2025

f)

Place of the transaction

XLON

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Alexander De Bock

2  

Reason for the notification

a)

Position/status

Chief Financial Officer (and Executive Director)

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) 

Name

TI Fluid Systems plc

b)

LEI

5493001T9RXVD6OAWY46

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of TI Fluid Systems plc of £0.01 each

GB00BYQB9V88

b)

Nature of the transaction

Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.00	2,109,677 Ordinary Shares

d) 

Aggregated information  

- Aggregated volume

- Price 

N/A

e)

Date of the transaction

8 April 2025

f)

Place of the transaction

XLON

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Steve Vercauteren

2  

Reason for the notification

a)

Position/status

President, EMEA

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) 

Name

TI Fluid Systems plc

b)

LEI

5493001T9RXVD6OAWY46

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of TI Fluid Systems plc of £0.01 each

GB00BYQB9V88

b)

Nature of the transaction

Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.00	1,070,101 Ordinary Shares

d) 

Aggregated information  

- Aggregated volume

- Price 

N/A

e)

Date of the transaction

8 April 2025

f)

Place of the transaction

XLON

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Julien Plenchette

2  

Reason for the notification

a)

Position/status

President, Americas

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) 

Name

TI Fluid Systems plc

b)

LEI

5493001T9RXVD6OAWY46

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of TI Fluid Systems plc of £0.01 each

GB00BYQB9V88

b)

Nature of the transaction

Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.00	469,538 Ordinary Shares

d) 

Aggregated information  

- Aggregated volume

- Price 

N/A

e)

Date of the transaction

8 April 2025

f)

Place of the transaction

XLON

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Henri Tsang

2  

Reason for the notification

a)

Position/status

President, Asia Pacific

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) 

Name

TI Fluid Systems plc

b)

LEI

5493001T9RXVD6OAWY46

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of TI Fluid Systems plc of £0.01 each

GB00BYQB9V88

b)

Nature of the transaction

Vesting of ordinary shares under the Plan payable in cash. This represents the gross cash amount that will be received following the Effective Date before withholding on account of taxes.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Settled in cash at £2.00 per share	518,450 Ordinary Shares

d) 

Aggregated information  

- Aggregated volume

- Price 

N/A

e)

Date of the transaction

8 April 2025

f)

Place of the transaction

Outside a trading venue

Enquiries:

TI Fluid Systems plc

Kellie McAvoy

Investor Relations

Tel: +44 7354 846374

Headland Consultancy

Matt Denham/Chloe Francklin

Tel: +44 (0)20 3805 4822

About TI Fluid Systems plc

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 26 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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