HAYT.L Regulatory News (HAYT)

23 June 2015

Hayward Tyler Group plc

("Hayward Tyler", the "Company" or "Group")

LONG TERM INCENTIVE PLAN AND COMPANY SHARE OPTION SCHEME

Hayward Tyler Group plc (AIM: HAYT.L), the specialist engineering group, announces a new 2015 Long Term Incentive Plan ("LTIP") and new 2015 Company Share Option Scheme ("CSOP") (together, the "Schemes") have been adopted by the Board of Hayward Tyler, together with initial grants made under the LTIP.

The LTIP

Background

At the Company's AGM held on 31 July 2014, shareholders authorised the Board of the Company to establish one or more employee share scheme.

Prior to the LTIP being established, the Company did not have a long-term incentive plan. The LTIP has been established to incentivise the executive directors and certain senior managers (the "Executives") to deliver long-term value creation for shareholders.

Under the LTIP the Company will award the Executives either nominal options or restricted shares for which the participant pays only the nominal value of the shares (the "Awards"). The nominal options vest three years from the date of grant, subject to continued service and the achievement of a performance target (the "Performance Conditions"), the restricted shares are subject to clawback under the same Performance Conditions. An initial Award grant has been made today.

Size of Grant

The grants can be made for up to a maximum of the share equivalent of 200% of an Executive's annual salary each year.

Vesting Performance Condition

The LTIPs will vest only if the total shareholder return ("TSR") achieved by the Company over the three year vesting period is greater or equal to the TSR of the median company in a defined comparator group of companies over that period (as listed in the note to this announcement). The percentage of the award that vests operates on a sliding scale with 0% below the median, 20% at the median and 100% in the upper quartile.

Exercise Period

Options which have vested may be exercised up to 10 years from the date of grant.

Initial Grants

For 2015, Awards have been approved for the executive directors, representing 100% of their salary as at the mid-closing price of the Company on 22 June 2015 (85 pence), as follows:

In addition, aggregate Awards of 211,764 shares will be made to up to three senior managers in the Group. These Awards were granted on 23 June 2015.

The CSOP

Background

Prior to the CSOP being established, the Company did not have a share option scheme for employees. The CSOP has been established to incentivise certain managers (the "Eligible Employees") to deliver long-term value creation for shareholders. It aligns the interests of the Eligible Employees with those of shareholders and encourages share ownership.

Under the CSOP the Company will award the Eligible Employees options to acquire shares in the Company (the "CSOP Options"). The CSOP Options become exercisable after three years subject to continued service. The Board intends to grant CSOP Options in due course.

Size of Grant

The grants can be made up to a maximum aggregate of £30,000 for each Eligible Employee.

Exercise Period

CSOP Options which have vested may be exercised up to 10 years from the date of grant.

Dilution Impact

The maximum dilution possible from awards under the LTIP and the CSOP is 10% of the Company's issued ordinary share capital as at the date of grant of the Awards or the CSOP Options. Based on the issued share capital at 23 June 2015 the maximum dilution would be 4,550,740 shares.

Additional Information

The Schemes both contain provisions in respect of vesting and exercise of options and restricted shares for variations in the share capital of the Company and for a change in control.

Further details of the Schemes will be included in the Company's 2016 Annual Report.

About Hayward Tyler Group plc

Hayward Tyler Group plc is a market leader in the design, manufacture and servicing of performance-critical motors and pumps for the harshest of environments. Core markets for the group include: oil & gas exploration - both topside and subsea; power generation - both conventional and nuclear; and the chemical/industrials sector. With facilities in the UK, US, China and India, the Group has a proven reputation for providing innovative, reliable technological solutions built on a proud heritage stretching back over 200 years. www.haywardtyler.com

Enquiries:

Notes

The comparator group of companies:

600 Group

Alumasc

Avingtrans

Bodycote

Brammer

Chamberlin

Fenner

GKN

Melrose

IMI

Pressure Technologies

Renold

Redhall Group

Renew

Rotork

Scapa

Senior

Spirax-Sarco

Tricorn

Trifast

Weir Group