HAYT.L Regulatory News (HAYT)

19 November 2015

Hayward Tyler Group plc

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

GRANT OF OPTIONS / RESTRICTED ORDINARY SHARES UNDER LONG TERM INCENTIVE PLAN AND TOTAL VOTING RIGHTS

On 23 June 2015, the Company announced a new 2015 Long Term Incentive Plan (the "LTIP"), established to incentivise the executive directors and certain senior managers (the "Executives") to deliver long-term value creation for shareholders.

Further to the acquisition of the trade and assets of the Peter Brotherhood business, now Peter Brotherhood Limited (together "Peter Brotherhood"), and in order to further align management with the successful growth of the Peter Brotherhood business, the Company today announced that it intended to award certain Executives either nominal options over ordinary shares or restricted ordinary shares for which the participant pays only the nominal value of the shares, under the LTIP (the "Awards"). The nominal options will vest 18 months from the date of grant, subject to continued service and the achievement of certain performance conditions attached to the successful development and growth of the Peter Brotherhood business (the "Performance Conditions"), the restricted ordinary shares are issued and allotted at the date of grant, subject to clawback under the same Performance Conditions.

The following Awards have therefore today been granted to certain Directors under the LTIP, as set out below:

In addition, 140,000 Awards (in aggregate) have today been granted to three senior managers in the Group.

*Includes 294,118 ordinary shares that are restricted ordinary shares that are subject to clawback, pursuant to the Performance Conditions attached to the 2015 LTIP.

**restricted ordinary shares

***Includes 544,118 ordinary shares (being the sum of the 294,118 ordinary shares plus the 250,000 ordinary shares) that are restricted ordinary shares that are subject to clawback, pursuant to the Performance Conditions attached to the 2015 LTIP.

**** Being the conditional placing of 9,333,334 Ordinary Shares at a price of 90 pence per share, raising £8.4m (before expenses) (the "Placing"), as announced today.

Vesting Performance Condition

The LTIPs will vest only if Peter Brotherhood delivers an operating profit (before intercompany charges) of £1.6 million or higher, and / or revenues of £27.5 million or higher, in the audited results for the 12 months to 31 March 2017.

Exercise Period

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

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.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange to admit 544,118 new ordinary shares (these being the restricted ordinary shares issued pursuant to the 2015 LTIP) to trading on AIM. Admission of the new ordinary shares is expected to occur on or around 25 November 2015. The new ordinary shares will rank pari passu with the existing ordinary shares.

For the purpose of the Disclosure and Transparency Rules, following the issue of shares detailed above the enlarged issued share capital of the Company will comprise 46,051,522 ordinary shares of 1p each (the "Ordinary Shares"). The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

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