TIDMHAYT TIDMAVG
RNS Number : 4314M
Hayward Tyler Group PLC
28 July 2017
28 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Hayward Tyler Group plc
("HTG" or the "Company")
Further re: Recommended Acquisition of HTG
On 30 June 2017, the Board of Avingtrans PLC ("Avingtrans")
announced the terms of a recommended acquisition for the entire
issued and to be issued ordinary share capital of HTG (the
"Acquisition") to be effected by means of a Court-sanctioned scheme
of arrangement of the Company under Part X of the Companies Act
(the "Scheme" or "Scheme of Arrangement") (the "Announcement").
The Announcement noted that Avingtrans had received an
irrevocable undertaking from Ewan Lloyd-Baker to vote in favour of
the Scheme and the Court Meeting and the Resolutions to be proposed
at the HTG General meeting in respect of his entire interest in HTG
Shares amounting to 4,233,959 shares (equivalent to 7.6 per cent.
of the Company's issued share capital). Of these, 544,118 shares
are Restricted Shares awarded to Mr Lloyd-Baker pursuant to the
terms of the HTG LTIP.
Following determination by HTG's remuneration committee on 25
July 2017 and on the basis that the Scheme becomes effective in
accordance with its terms, the performance conditions in respect of
the outstanding HTG LTIP Awards will not have been met and
therefore, in respect of the HTG LTIP Awards that are comprised as
Restricted Shares, these will not be capable of vesting under the
rules of the HTG LTIP by the effective date of the Scheme. The
rules of the HTG LTIP provide that Restricted Shares that do not
vest must be forfeited and therefore Mr Lloyd-Baker has elected and
agreed that, subject to the Scheme becoming effective in accordance
with its terms, he shall (i) renounce his entitlement to receive
any consideration (in the form of New Avingtrans Shares) for the
Restricted Shares pursuant to the terms of the Scheme and so the
Restricted Shares shall be transferred to Avingtrans pursuant to
the Scheme for no consideration and (ii) having so renounced the
right to receive the consideration for the Restricted Shares, he
shall not exercise his voting rights attached to the Restricted
Shares at the Court Meeting and the General Meeting.
Therefore, on 27 July 2017, Mr Lloyd-Baker entered into a side
letter with Avingtrans amending the terms of his original
irrevocable undertaking to reflect that he shall not exercise the
voting rights attached to the Restricted Shares at the Court
Meeting and the General Meeting and that, subject to the Scheme
becoming effective, the Restricted Shares shall be transferred to
Avingtrans for no consideration.
This has resulted in the following changes between the
Announcement and the Scheme Document:
Disclosure Announcement Scheme Document
HTG Shares HTG Shares
(equivalent (equivalent
%) %)
---------------------------------- ------------- ----------------
Irrevocable undertaking 4,233,959 3,689,841
from Ewan Lloyd-Baker (7.6%) (6.7%)
---------------------------------- ------------- ----------------
Aggregate irrevocable
undertakings from the 4,660,255 4,116,137
Recommending HTG Directors (8.4%) (7.4%)
---------------------------------- ------------- ----------------
Aggregate irrevocable
undertakings and/or letters
of intent from the Recommending
HTG Directors and HTG 23,841,603 23,297,485
Shareholders (43.0%) (42.0%)
---------------------------------- ------------- ----------------
Any defined terms used in this announcement are as set out in
the Scheme Document.
Enquiries:
Hayward Tyler Group plc Tel: +44 (0)1582 731144
Ewan Lloyd-Baker, Chief Executive
Officer
Nicholas Flanagan, Chief Financial
Officer
Akur Limited - Financial Adviser Tel: +44 (0)20 7493
to Hayward Tyler 3631
David Shapton
Siobhan Sergeant
FinnCap Limited - NOMAD and Tel: +44 (0)20 7220
Broker to Hayward Tyler 0500
Matt Goode / Emily Watts -
Corporate Finance
Simon Johnson - Corporate
Broking
Buchanan Communications, Financial Tel: +44 (0)207 466
PR 5000
Charles Ryland
Chris Judd
About Hayward Tyler Group plc
-- The Company consists of the Hayward Tyler and Peter
Brotherhood engineering businesses, together providing 350 years of
engineering experience, heritage and pedigree.
-- The Hayward Tyler business is a market leader in the design, manufacture and servicing of performance-critical motors and pumps for the harshest of environments.
-- The Peter Brotherhood business is a market leader in the design, manufacture and servicing of performance-critical steam turbines, compressors, gear boxes and combined heat and power systems.
-- The Company services the Power, Oil & Gas, Nuclear,
Process, Renewables and Marine markets, via its 500-strong
workforce, from 7 sites strategically located across the globe.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, at
http://htg.global/investor-relations/takeover-code-requirements/ no
later than 12.00 noon (London time) on 31 July 2017 (being the
business day following the date of this announcement) in accordance
with Rule 26.1(a) of the Code. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FURUWOKRBUABURR
(END) Dow Jones Newswires
July 28, 2017 06:30 ET (10:30 GMT)
Hayward Tyl (LSE:HAYT)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Hayward Tyl (LSE:HAYT)
Historical Stock Chart
Von Jun 2023 bis Jun 2024