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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 Ordinary Shares of TI Fluid Systems plc of £0.01 each
Identification code
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 N/A
- Aggregated volume
- Price
e) Date of the transaction 8 April 2025
f) Place of the transaction XLON
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 Ordinary Shares of TI Fluid Systems plc of £0.01 each
Identification code
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 N/A
- Aggregated volume
- Price
e) Date of the transaction 8 April 2025
f) Place of the transaction XLON
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 Ordinary Shares of TI Fluid Systems plc of £0.01 each
Identification code
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 N/A
- Aggregated volume
- Price
e) Date of the transaction 8 April 2025
f) Place of the transaction XLON
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 Ordinary Shares of TI Fluid Systems plc of £0.01 each
Identification code
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 N/A
- Aggregated volume
- Price
e) Date of the transaction 8 April 2025
f) Place of the transaction XLON
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 Ordinary Shares of TI Fluid Systems plc of £0.01 each
Identification code
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 N/A
- Aggregated volume
- Price
e) Date of the transaction 8 April 2025
f) Place of the transaction Outside a trading venue
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
(http://www.tifluidsystems.com/) .
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