Avingtrans Regulatory News (AVG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

30 June 2017

Avingtrans plc

Further re: Irrevocable Undertaking for the Recommended Acquisition of Hayward Tyler Group plc

Further to its announcement at 7:30 am this morning, 30 June 2017, on the terms of a recommended acquisition pursuant to which Avingtrans will acquire the entire issued and to be issued ordinary share capital of Hayward Tyler Group plc (the "Announcement"), the Avingtrans Board provides the following update in respect of the irrevocable undertaking provided by Harwood Capital in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting.

A revised irrevocable undertaking has been obtained from Harwood Capital amounting to 9,000,000 HTG Shares, representing 16.2 per cent. of the existing issued share capital of HTG. The updated irrevocable undertaking follows substantially the same form as that detailed in the Announcement, save for one of the terms, under which the previous irrevocable undertaking would lapse. Under the revised irrevocable undertaking Harwood Capital may no longer opt for its obligations to cease in the event of a competing bid on terms which are at least 10 per cent. higher than the Offer (with this previous provision being detailed at clause (ii)(d) of Appendix 3 to the Announcement).

The aggregate percentage of the issued share capital of HTG represented by those irrevocable undertakings and letters of intent provided by HTG Shareholders, as detailed in Appendix 3 of the Announcement, remains unchanged at 31.3 per cent. and 11.7 per cent. of the HTG issued share capital, respectively.

The revised irrevocable undertaking will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Avingtrans' and HTG's websites at www.avingtrans.plc.uk and http://htg.global/investor-relations/takeover-code-requirements by no later than 12:00 noon on 3 July 2017 until the end of the Offer Period.

Definitions and terms used in this announcement have the same meaning as those set out in Appendix 4 to the Announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the Isle of Man should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their HTG Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law, Isle of Man law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the Isle of Man.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Please be aware that addresses, electronic addresses and certain other information provided by HTG Shareholders, persons with information rights and other relevant persons for the receipt of communications from HTG may be provided to Avingtrans during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Notice to US investors

The Acquisition relates to the shares of an Isle of Man company and is to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. The Acquisition is subject to the disclosure requirements and practices applicable in the Isle of Man to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Avingtrans exercises its right to implement the Acquisition by means of an Offer, such Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

The financial information included in this announcement relating to HTG has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. US generally accepted accounting principles ("US GAAP") differ in certain significant respects from each of UK GAAP and IFRS. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Cautionary note regarding forward looking statements

This announcement, including certain information incorporated by reference, contains certain forward looking statements with respect to the financial condition, results of operations and business of HTG or the Hayward Tyler Group and Avingtrans or the Avingtrans Group and certain plans and objectives of the HTG Board and the Avingtrans Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the HTG Board and the Avingtrans Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules, the Code or any other applicable law, HTG and Avingtrans assume no obligation to update or correct the information contained in this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in one per cent. 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), except to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Takeover Code).

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 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.