Avingtrans Regulatory News (AVG)

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:

Any defined terms used in this announcement are as set out in the Scheme Document.

Enquiries:

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.