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TI Fluid Systems plc reported that performance-based awards for five Persons Discharging Managerial Responsibilities (PDMRs) vested on 8 April 2025, following the High Court sanction of the scheme of arrangement. CEO Hans Dieltjens, CFO Alexander De Bock, and Presidents Steve Vercauteren and Julien Plenchette collectively had 7,512,725 ordinary shares vest at £2.00 per share, which were transferred from the Company's Employee Benefit Trust on 9 April 2025. President Henri Tsang's awards, representing 518,450 ordinary shares at £2.00 per share, are to be satisfied in cash following the scheme's effective date.
| Date | 10 Apr 2025 |
| Time | 07:00:13 |
| Category | Director/PDMR dealings |
| ID | 4131E |
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.
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Hans Dieltjens |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive Officer and President (and Executive Director) |
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b) |
Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
TI Fluid Systems plc |
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b) |
LEI |
5493001T9RXVD6OAWY46 |
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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 |
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a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of TI Fluid Systems plc of £0.01 each |
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b) |
Nature of the transaction |
Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.
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c)
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Price(s) and volume(s)
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d) |
Aggregated information - Aggregated volume - Price |
N/A |
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e) |
Date of the transaction
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8 April 2025 |
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f)
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Place of the transaction |
XLON |
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Alexander De Bock
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Financial Officer (and Executive Director) |
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b) |
Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
TI Fluid Systems plc |
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b) |
LEI |
5493001T9RXVD6OAWY46 |
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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 |
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a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of TI Fluid Systems plc of £0.01 each |
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b) |
Nature of the transaction |
Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.
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c)
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Price(s) and volume(s)
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|
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d) |
Aggregated information - Aggregated volume - Price |
N/A
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e) |
Date of the transaction
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8 April 2025 |
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f)
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Place of the transaction |
XLON |
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Steve Vercauteren
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2 |
Reason for the notification |
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a) |
Position/status |
President, EMEA |
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b) |
Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
TI Fluid Systems plc |
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b) |
LEI |
5493001T9RXVD6OAWY46 |
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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 |
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|
b) |
Nature of the transaction |
Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.
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c)
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Price(s) and volume(s)
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|
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d) |
Aggregated information - Aggregated volume - Price |
N/A
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e) |
Date of the transaction
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8 April 2025 |
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f)
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Place of the transaction |
XLON |
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|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Julien Plenchette
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2 |
Reason for the notification |
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a) |
Position/status |
President, Americas |
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b) |
Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
TI Fluid Systems plc |
||||||
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b) |
LEI |
5493001T9RXVD6OAWY46 |
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|
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 |
||||||
|
b) |
Nature of the transaction |
Vesting of ordinary shares under the Plan. This represents the gross shares received before withholding on account of taxes.
|
||||||
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c)
|
Price(s) and volume(s)
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|
||||||
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d) |
Aggregated information - Aggregated volume - Price |
N/A
|
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e) |
Date of the transaction
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8 April 2025 |
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f)
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Place of the transaction |
XLON |
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|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Henri Tsang |
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2 |
Reason for the notification |
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a) |
Position/status |
President, Asia Pacific |
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b) |
Initial notification /Amendment |
Initial notification |
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3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
TI Fluid Systems plc |
||||||
|
b) |
LEI |
5493001T9RXVD6OAWY46 |
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|
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 |
||||||
|
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.
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c)
|
Price(s) and volume(s)
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|
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d) |
Aggregated information - Aggregated volume - Price |
N/A |
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e) |
Date of the transaction
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8 April 2025 |
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f)
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Place of the transaction |
Outside a trading venue |
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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
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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.