Director/PDMR Shareholding

RNS Number : 4467H

TI Fluid Systems PLC

06 April 2022

 

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	[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) £1.83 per share 1,033,257 Ordinary Shares
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)	Price(s) Volume(s) £1.83 per share 722,477 Ordinary Shares
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)	Price(s) Volume(s) £1.83 per share 525,612 Ordinary Shares
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)	Price(s) Volume(s) £1.83 per share 369,495 Ordinary Shares
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)	Price(s) Volume(s) £1.83 per share 261,468 Ordinary Shares
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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