17 Jun 2020 07:00
17 June 2020
TI Fluid Systems plc
(the "Company")
Notification of transaction of Directors/ Persons Discharging Managerial Responsibilities ("PDMR")
Grant of Awards under the Company's Long Term Incentive Plan (the "Plan")
The Company announces that on 15 June 2020 awards of contingent rights to receive ordinary shares in the capital of the Company were made to certain persons discharging managerial responsibilities under the Plan.
The awards will vest, subject to the rules of the Plan, based on the Company's performance, which will be measured over a three-year period from 2020-2022. As previously indicated in the Company's 2019 Annual Report and Accounts, specific performance measures and targets for awards under the Plan were not determined in March 2020 due to the uncertainty resulting from the COVID-19 pandemic. Specific performance measures and targets have now been established which are aligned to shareholder interests and the Company's priority of the preservation and generation of cash in light of the various potential outcomes arising from the COVID-19 pandemic. As a result, the Company will no longer consider Adjusted Basic Earnings Per Share Growth (Compound Annual Growth Rate), and the specific performance measures and targets applicable to these awards are as follows:
Performance Condition | Weighting | Vesting at Threshold | Threshold | Maximum | Outperformance |
Cumulative Adjusted Free Cash Flow | 80% | 20% | €110 Million | €260 Million | €285 Million |
Relative Total Shareholder Return | 20% | 25% | Median | Upper Quartile | Not applicable |
The awards were made at no cost to the individual. The per share price used for the purposes of calculating the maximum number of shares subject to these awards was £1.70, being the closing price on the London Stock Exchange as at 12 June 2020, the day prior to the grant date of the awards.
The following notifications are made in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation.
Enquiries:
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TI Fluid Systems plc: David Royce Investor Relations
| +1 (248) 376 8624
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FTI Consulting: | +44 (0)20 3727 1340 |
Richard Mountain |
|
Nick Hasell |
|
Details of the person discharging managerial responsibilities/person closely associated | |
Name |
William L. Kozyra |
Reason for the notification | |
Position/status |
Chief Executive Officer & President |
Initial notification/ Amendment |
Initial notification |
Details of the issuer | |
Name |
TI Fluid Systems plc |
LEI |
5493001T9RXVD6OAWY46 |
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 | |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of TI Fluid Systems plc GB00BYQB9V88 |
Nature of the transaction | Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration. |
Price(s) and volume(s) |
Price(s) Volume(s)
Nil 2,127,970
|
Aggregated information - Aggregated volume - Price |
N/A |
Date and time of the transaction |
15 June 2020 |
Place of the transaction |
Outside a trading venue |
Details of the person discharging managerial responsibilities/person closely associated | |
Name |
Ronald Hundzinski |
Reason for the notification | |
Position/status |
Chief Financial Officer |
Initial notification/ Amendment |
Initial notification |
Details of the issuer | |
Name |
TI Fluid Systems plc |
LEI |
5493001T9RXVD6OAWY46 |
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 | |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of TI Fluid Systems plc GB00BYQB9V88 |
Nature of the transaction | Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration. |
Price(s) and volume(s) |
Price(s) Volume(s)
Nil 843,261
|
Aggregated information - Aggregated volume - Price |
N/A
|
Date and time of the transaction |
15 June 2020 |
Place of the transaction |
Outside a trading venue |
Details of the person discharging managerial responsibilities/person closely associated | |
Name |
Hans Dieltjens |
Reason for the notification | |
Position/status |
Executive Vice President - FTDS |
Initial notification/ Amendment |
Initial notification |
Details of the issuer | |
Name |
TI Fluid Systems plc |
LEI |
5493001T9RXVD6OAWY46
|
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 | |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of TI Fluid Systems plc GB00BYQB9V88 |
Nature of the transaction | Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration. |
Price(s) and volume(s) |
Price(s) Volume(s)
Nil 500,686
|
Aggregated information - Aggregated volume - Price |
N/A |
Date and time of the transaction |
15 June 2020 |
Place of the transaction |
Outside a trading venue |
Details of the person discharging managerial responsibilities/person closely associated | |
Name |
Stefan Rau |
Reason for the notification | |
Position/status |
Executive Vice President - FCS |
Initial notification/ Amendment |
Initial notification |
Details of the issuer | |
Name |
TI Fluid Systems plc |
LEI |
5493001T9RXVD6OAWY46 |
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 | |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of TI Fluid Systems plc GB00BYQB9V88 |
Nature of the transaction | Award of contingent rights to receive shares under the TI Fluid Systems plc Long Term Incentive Plan for nil consideration. |
Price(s) and volume(s) |
Price(s) Volume(s)
Nil 387,110
|
Aggregated information - Aggregated volume - Price |
N/A
|
Date and time of the transaction |
15 June 2020 |
Place of the transaction |
Outside a trading venue |
TI Fluid Systems (TIFS)