Form 8 (OPD) (TI Fluid Systems plc)

TI Fluid Systems PLC

30 September 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	TI FLUID SYSTEMS PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	TI FLUID SYSTEMS PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	30 SEPTEMBER 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of £0.01 each in the capital of TI Fluid Systems plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NIL
Details, including nature of the rights concerned and relevant percentages:	NIL

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests held by the directors of TI Fluid Systems plc, their close relatives and related trusts Name No. of ordinary shares in TI Fluid Systems plc Percentage of total issued share capital* Hans Dieltjens 2,057,575 0.41% Alexander De Bock 169,969 0.03% John Smith 158,9191 0.03% *Figures are rounded down to two decimal places. Notes: 1.   Includes whole ordinary shares only; excludes fractional interests in 0.32314 ordinary shares of TI Fluid Systems plc held by a nominee on John Smith's behalf that were acquired under the Company's dividend reinvestment programme. (b)  Interests held as options or awards under the share plans of TI Fluid Systems plc by the directors of TI Fluid Systems plc, their close relatives and related trusts Name No. of ordinary shares in TI Fluid Systems plc under option or subject to award Share plan under which option or award was granted Exercise price (per share) (£) Grant Date Vesting Date Lapse / Expiry Date* Hans Dieltjens 1,460,100 Long-Term Incentive Plan NIL 3 May 2024 March 2027 N/A 2,013,874 Long-Term Incentive Plan NIL 16 March 2023 March 2026 N/A 1,033,257 Long-Term Incentive Plan NIL 24 March 2022 March 2025 N/A Alexander De Bock 840,842 Long-Term Incentive Plan NIL 3 May 2024 March 2027 N/A 1,054,318 Long-Term Incentive Plan NIL 16 March 2023 March 2026 N/A *Awards lapse to the extent they do not vest per the terms of the award and the Long-Term Incentive Plan.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	30 September 2024
Contact name:	Janis Acosta
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END