Transaction in Own Shares & Buy-back Update

TI Fluid Systems PLC

15 December 2023

 

15 December 2023

TI Fluid Systems plc

(the "Company")

Transaction in Own Shares and Update on Buy-back Programme

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:	14/12/2023
Aggregate number of Ordinary Shares purchased:	26,977
Lowest price paid per Ordinary Share (GBp):	145.00
Highest price paid per Ordinary Share (GBp):	145.00
Volume weighted average price paid per Ordinary Share (GBp):	145.00
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 516,953,718 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.

Following this purchase, the Company has completed the first €5m tranche (the "First Tranche") of the €40m Buy-back Programme, announced on 4 October 2023.

Since the commencement of the Buy-back Programme, the Company has purchased 3,315,423 Ordinary Shares on Exchange, representing 0.6% of the Company's issued share capital before commencement of the Buy-back Programme, at an average price of 130.85 GBp per Ordinary Share. The Ordinary Shares purchased have been, or will shortly be, cancelled.

The Company also announces that a second tranche of the Buy-back Programme, with a maximum consideration of €20m (the "Second Tranche"), will commence from the date of this announcement. The maximum consideration for the Second Tranche has been increased from the anticipated tranche value of up to €5m, announced on 4 October 2023.  The Ordinary Shares purchased under the Second Tranche will be cancelled.

The Second Tranche will be carried out under the Agreement and will take place during the period starting on 15 December 2023 and ending no later than 13 May 2024. The Second Tranche is subject to an irrevocable non-discretionary instruction issued by the Company to Peel Hunt and Peel Hunt will make trading decisions in relation to the Second Tranche of the Buy-back Programme independently of, and without further instruction from, the Company.

Any purchases of Ordinary Shares under the Buy-back Programme will be carried out on the London Stock Exchange in accordance with certain pre-set parameters set out in the Agreement and in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase Ordinary Shares granted by its shareholders at the 2023 AGM, Chapter 12 of the Financial Conduct Authority's Listing Rules, Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended), the Commission Delegated Regulation (EU) No 2016/1052 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended), and other applicable laws.

The maximum number of Ordinary Shares that may be repurchased under the Buy-back Programme is 52,026,914 Ordinary Shares, representing approximately 10% of the Company's issued ordinary share capital in issue as at 4 April 2023 (being the last practicable date prior to the publication of the notice of the 2023 AGM). The Company will announce any market repurchase of Ordinary Shares no later than 7.30 a.m. on the business day following the calendar day on which such market repurchase occurred.

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] FTI Consulting Richard Mountain Nick Hasell Tel: [phone]

Schedule of Purchases - Individual Transactions

Number of shares purchased	Transaction price (pence per share)	Market	Transaction Date & Time	Transaction Reference Number
26,977	145.00	XLON	10:30:56	00156236892TRLO0

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.

 

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