6 April 2022
TI Fluid Systems plc
(the "Company")
Notification of Transaction of Executive Directors/Persons Discharging Managerial Responsibilities ("PDMR")
Grant of Awards under the Company's Long Term Incentive Plan (the "Plan")
The Company announces that, effective 16 March 2022, awards of contingent rights to receive shares of the Company have been made to Executive Directors and other PDMRs 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 2022-2024 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) emission improvement, 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 | Percentage of Award for Other PDMRs |
| Adjusted Return on Capital Employed (ROCE) | 50.0% | 35.0% |
| Relative Total Shareholder Return Rank Benchmarked to Automotive Peer Group | 25.0% | 17.5% |
| CO2(e) Emission Reduction | 15.0% | 10.5% |
| ISS Social QualityScore | 10.0% | 7.0% |
| Time-based | N/A | 30.0% |
The per share price used for the purposes of calculating the maximum number of shares subject to these awards was £1.83, being the closing price on the London Stock Exchange on 15 March 2022, the date the Company announced its results for the 12 months ended 31 December 2021.
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 | +44 (0)1865 871855 |
| Matthew Paroly | |
| Company Secretary | |
| | |
| FTI Consulting | +44 (0)20 3727 1340 |
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction
| 16 March 2022 | ||||
| f)
| Place of the transaction | XLON | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Ronald Hundzinski | ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction
| 16 March 2022 | ||||
| f)
| Place of the transaction | XLON | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Mark Sullivan | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Operating Officer | ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction
| 16 March 2022 | ||||
| f)
| Place of the transaction | XLON | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Stefan Rau | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Executive Vice President - FCS | ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction
| 16 March 2022 | ||||
| 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 | Executive Vice President - FTDS | ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction
| 16 March 2022 | ||||
| f)
| Place of the transaction | XLON | ||||
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