HAYT.L Regulatory News (HAYT)

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

30 August 2017

Hayward Tyler Group plc

("HTG" or the "Company")

Court Sanction of Scheme of Arrangement

The HTG Board is pleased to announce that the Court has made an order sanctioning the Scheme at the Scheme Court Hearing today in connection with the Acquisition by Avingtrans plc ("Avingtrans") of the entire issued and to be issued ordinary share capital of HTG.

Dealings in HTG Shares on AIM were suspended with effect from 7.30 a.m. (London time) today, 30 August 2017. The suspension was made pursuant to HTG's application to the London Stock Exchange and effected as part of the Scheme.

The Scheme will become effective once the Scheme Court Order (duly sealed by the Court), has been delivered to the Registrar of Companies, which is expected to take place tomorrow, 31 August 2017.

HTG has applied to the London Stock Exchange for the cancellation of admission to trading of HTG Shares on AIM, which is expected to take effect at 7.00 a.m. (London time) on 1 September 2017.

Full details of the Acquisition are in the Scheme Document dated 28 July 2017 sent or made available to Scheme Shareholders. The Scheme Document is available on HTG's website (http://htg.global/investor-relations/takeover-code-requirements) and is subject to certain restrictions relating to persons resident in Restricted Jurisdictions.

Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Disclaimer

Akur Limited and finnCap Ltd, which are both authorised and regulated in the United Kingdom by the FCA, are acting exclusively as joint financial advisers to HTG and no-one else in connection with the matters described in this announcement, and will not be responsible to anyone other than HTG for providing the protections afforded to clients of both Akur Limited and finnCap Ltd, respectively, or for providing advice in connection with the matters referred to herein. Akur Limited and finnCap Ltd have given, and not withdrawn, their consent to the inclusion in the announcement of the references to their respective names and the advice they have given to HTG in the form and context in which they appear.

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 August 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.