TI Fluid Systems Regulatory News (TIFS)

 

4 October 2023

TI Fluid Systems plc

("the Company")

 

Commencement of Buy-back Programme

 

TI Fluid Systems plc (the "Company") today announces that it will commence a share buy-back programme to purchase ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") up to a maximum consideration of €40m (the "Buy-back Programme"). The Company plans to execute the Buy-back Programme in a series of tranches each up to a maximum consideration of €5m. The first tranche of the Buy-back Programme to purchase Ordinary Shares up to a maximum consideration of €5m (the "First Tranche") will take place during the period starting on 4 October 2023 and ending no later than 29 March 2024. The sole purpose of the Buy-back Programme is to reduce the share capital of the Company and therefore Ordinary Shares purchased under the Buy-back Programme will be cancelled.

On 8 August 2023, the Company published its half year results for 2023 in which the Company announced its intention to commence the Buy-back Programme in the second half of 2023 in line with Group's revised capital allocation policy, following regulatory and shareholder approval.

The Company has entered into a non-discretionary agreement with Peel Hunt LLP ("Peel Hunt") to conduct the Buy-back Programme on its behalf and carry out on-market purchases of Ordinary Shares (the "Agreement"). The Buy-back Programme will commence on 4 October 2023 and will end on the date on which the total euro purchase price of all Ordinary Shares purchased by Peel Hunt pursuant to the Buy-back Programme is equal to, or as close as possible to, €40m. Peel Hunt will make trading decisions in relation to the Buy-back Programme independently of, and without further instruction from, the Company. Under the Agreement, the Company has issued an irrevocable non-discretionary instruction to Peel Hunt to manage the First Tranche. It is anticipated that a second tranche, subject to a separate irrevocable non-discretionary instruction to be issued by the Company, will commence promptly on completion of the First Tranche and be executed by Peel Hunt.

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 annual general meeting on 16 May 2023 (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.

Enquiries:

TI Fluid Systems plc

Kellie McAvoy

Investor Relations

Tel: +44 7354 846374

 

FTI Consulting

Richard Mountain

Nick Hasell

Tel: +44 20 3727 1340

 

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