Notification of Transaction of Executive Directors

RNS Number : 9613W

TI Fluid Systems PLC

20 April 2023

 

20 April 2023

TI Fluid Systems plc

(the "Company")

Notification of Transaction of Executive Directors

Grant of Awards under the Company's Long Term Incentive Plan (the "Plan")

The Company announces that, effective 16 March 2023, awards of contingent rights to receive shares of the Company have been made to Executive Directors under the Plan.

The awards were made at no cost to the individual and will vest, subject to the rules of the Plan, based on the Company's performance during the three-year period of FY2023-2025 against four measures relating to (i) adjusted return on capital employed, (ii) relative total shareholder return rank benchmarked to an automotive peer group, (iii) CO₂(e) emissions reduction, and (iv) ISS Social QualityScore.  The amount of the awards governed by each performance measure (weighting) is shown in the table below.

Performance Measure	Percentage of Award for Executive Directors
Adjusted Return on Capital Employed (ROCE)	50.0%
Relative Total Shareholder Return Rank Benchmarked to Automotive Peer Group	25.0%
CO2(e) Emissions Reduction	15.0%
ISS Social QualityScore	10.0%

To mitigate the possibility of windfall gains due to the unusually low share price at the time of the grant, the Remuneration Committee elected to exercise discretion to reduce the number of shares granted by approximately 15%.

The following notifications are made in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation.

Enquiries:
TI Fluid Systems plc	[phone]
Matthew Paroly
Company Secretary
FTI Consulting	[phone]
Richard Mountain
Nick Hasell

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	Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) NIL 2,013,874 Ordinary Shares
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transaction	18 April 2023
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	Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) NIL 1,054,318 Ordinary Shares
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transaction	18 April 2023
f)	Place of the transaction	XLON

 

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