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REG - TI Fluid Systems PLC - Director/PDMR Shareholding

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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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