TI Fluid Systems PLC Commencement of Buy-back Programme (5777O)
04 Octobre 2023 - 8:00AM
UK Regulatory
TIDMTIFS
RNS Number : 5777O
TI Fluid Systems PLC
04 October 2023
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 GBP0.01 each in the capital of the Company ("Ordinary
Shares") up to a maximum consideration of EUR40m (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 EUR5m.
The first tranche of the Buy-back Programme to purchase Ordinary
Shares up to a maximum consideration of EUR5m (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, EUR40m. 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 .
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