Man Group PLC

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    Form 8.3 - TI Fluid Systems plc

    FORM 8.3

    PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
    Rule 8.3 of the Takeover Code (the “Code”)

    1.        KEY INFORMATION

    (a)   Full name of discloser: Man Group PLC
    (b)   Owner or controller of interests and short positions disclosed, if different from 1(a):
            The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
     
    (c)   Name of offeror/offeree in relation to whose relevant securities this form relates:
            Use a separate form for each offeror/offeree
    TI Fluid Systems plc
    (d)   If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:  
    (e)   Date position held/dealing undertaken:
            For an opening position disclosure, state the latest practicable date prior to the disclosure
    05/11/2024
    (f)   In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
            If it is a cash offer or possible cash offer, state “N/A”
    YES / NO / N/A

    2.        POSITIONS OF THE PERSON MAKING THE DISCLOSURE

    If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

    (a)      Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

    Class of relevant security:

    1p ordinary
      Interests Short positions
    Number % Number %
    (1)   Relevant securities owned and/or controlled: 6,574,837 1.32    
    (2)   Cash-settled derivatives:

    6,660,036 1.34    
    (3)   Stock-settled derivatives (including options) and agreements to purchase/sell:        


            TOTAL:
    13,234,873 2.67    

    All interests and all short positions should be disclosed.

    Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

    (b)      Rights to subscribe for new securities (including directors’ and other employee options)

    Class of relevant security in relation to which subscription right exists:  
    Details, including nature of the rights concerned and relevant percentages:  

    3.        DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

    Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

    The currency of all prices and other monetary amounts should be stated.

    (a)        Purchases and sales

    Class of relevant security Purchase/sale

    Number of securities Price per unit
    1p ordinary Sale 28,225 1.690 GBP
    1p ordinary Sale 82,578 1.679 GBP
    1p ordinary Sale 70,819 1.680 GBP

    (b)        Cash-settled derivative transactions

    Class of relevant security Product description
    e.g. CFD
    Nature of dealing
    e.g. opening/closing a long/short position, increasing/reducing a long/short position
    Number of reference securities Price per unit
    1p ordinary Equity Swap Reducing a long position 4,919 1.690 GBP
    1p ordinary Equity Swap Reducing a long position 14,394 1.679 GBP
    1p ordinary Equity Swap Reducing a long position 12,344 1.680 GBP
    1p ordinary Equity Swap Reducing a long position 173 1.680 GBP
    1p ordinary Equity Swap Reducing a long position 202 1.679 GBP
    1p ordinary Equity Swap Reducing a long position 69 1.690 GBP
    1p ordinary Equity Swap Reducing a long position 14,034 1.690 GBP
    1p ordinary Equity Swap Reducing a long position 41,059 1.679 GBP
    1p ordinary Equity Swap Reducing a long position 35,212 1.680 GBP

    (c)        Stock-settled derivative transactions (including options)

    (i)        Writing, selling, purchasing or varying

    Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type
    e.g. American, European etc.
    Expiry date Option money paid/ received per unit

    (ii)        Exercise

    Class of relevant security Product description
    e.g. call option
    Exercising/ exercised against Number of securities Exercise price per unit

    (d)        Other dealings (including subscribing for new securities)

    Class of relevant security Nature of dealing
    e.g. subscription, conversion
    Details Price per unit (if applicable)

    4.        OTHER INFORMATION

    (a)        Indemnity and other dealing arrangements

    Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
    Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”


    None

    (b)        Agreements, arrangements or understandings relating to options or derivatives

    Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
    (i)   the voting rights of any relevant securities under any option; or
    (ii)   the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
    If there are no such agreements, arrangements or understandings, state “none”


    None

    (c)        Attachments

    Is a Supplemental Form 8 (Open Positions) attached? NO


    Date of disclosure: 06/11/2024
    Contact name: Mackenzie Terry
    Telephone number: +442071441555

    Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

    The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

    The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.





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    Man Group PLC Form 8.3 - TI Fluid Systems plc FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORERule 8.3 of the Takeover Code (the “Code”) 1.        KEY INFORMATION (a)   Full name of discloser:Man Group …