Rule 2.9 Announcement & Transaction in Own Shares

TI Fluid Systems PLC

28 October 2024

 

28 October 2024

TI Fluid Systems plc

(the "Company")

Transaction in Own Shares and Rule 2.9 Announcement

The Company today announces that it has purchased the following number of its Ordinary Shares on Exchange (as defined in the Rules of the London Stock Exchange) from Peel Hunt pursuant to its Buy-back Programme, details of which were announced on 4 October 2023.

Date of purchase:	25/10/2024
Aggregate number of Ordinary Shares purchased:	89,995
Lowest price paid per Ordinary Share (GBp):	178.20
Highest price paid per Ordinary Share (GBp):	178.60
Volume weighted average price paid per Ordinary Share (GBp):	178.5803
Broker	PEEL HUNT

The Company intends to cancel the purchased Ordinary Shares.

Following settlement and cancellation of the above purchase of Ordinary Shares, the Company will have 496,214,659 Ordinary Shares in issue. This figure represents the total number of voting rights in the Company and may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 as it forms part of domestic law by virtue of and for the purposes of the European Union (Withdrawal) Act 2018, as amended, the schedule below contains detailed and aggregated information of the individual trades made by Peel Hunt as part of the Buy-back Programme.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that it now has in issue of 496,214,659 Ordinary Shares with voting rights and that the Company does not hold any shares in treasury. The International Securities Identification Number (ISIN) for the Ordinary Shares is GB00BYQB9V88.

Since the commencement of the Buy-back Programme announced on 4 October 2023, the Company has purchased 24,054,482 Ordinary Shares on Exchange in aggregate at a volume weighted average price of 141.79 GBp per Ordinary Share.

Capitalised terms used but not defined in this announcement have the meanings given to them in the announcement by the Company relating to the commencement of the Buy-back Programme published on 4 October 2023.

Enquiries:

TI Fluid Systems plc Kellie McAvoy Investor Relations Tel: [phone] Headland Consultancy Matt Denham/Chloe Francklin Tel: [phone]

Schedule of Purchases - Individual Transactions

Number of shares purchased	Transaction price (pence per share)	Market	Transaction Date & Time	Transaction Reference Number
4,441	178.2	XLON	11:30:00	00168244554TRLO0
85,554	178.6	XLON	09:28:25	00168233592TRLO0

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 27 countries with a commitment to improving efficiency, performance and sustainability worldwide. To find out more about TI Fluid Systems, visit www.tifluidsystems.com.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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