19 Nov 2015 14:00
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
19 November 2015
Hayward Tyler Group plc
("Hayward Tyler Group", the "Group" or the "Company")
Publication of Circular and Notice of Extraordinary General Meeting
The Company is pleased to announce that both a circular containing a Notice of Extraordinary General Meeting and a Form of Proxy, relating to the proposed Placing and the amendment to the Company's Articles, as announced today, will today be posted to Shareholders.
The Extraordinary General Meeting is to be held at the offices of Hayward Tyler Group PLC, 1 Kimpton Road, Luton, LU1 3LD on 15 December 2015 at 11.00 a.m.
A copy of the Circular will shortly be available on the Company's website at http://www.haywardtyler.com/investors/.
Further to the Grant of Options / Restricted Shares announcement released at 1.30 p.m. today, the Company advises the following changes to the Placing Statistics and Definitions, as contained within the Proposed Placing announcement released at 7 a.m. today, set out in full in the Circular:
Number of Existing Ordinary Shares in issue at the date of this document | 45,801,522 |
Placing Price | 90 pence |
Number of Placing Shares | 9,333,334 |
Number of Ordinary Shares in issue following Admission* | 55,384,856 |
Percentage of the Enlarged Share Capital represented by the Placing Shares | 16.85% |
Gross proceeds of the Placing | £8.4 million |
Estimated net proceeds of the Placing | £8.0 million |
\* This includes the Award Shares and assumes no further new Ordinary Shares are issued following the date of this document and before Admission.
"Award Shares" | the 250,000 New Ordinary Shares granted as restricted shares to Ewan Lloyd-Baker on, and as announced on, 19 November 2015, subject to clawback under certain performance conditions. Admission is expected to be on or around 25 November 2015. |
"Enlarged Share Capital" | the entire issued ordinary share capital of the Company immediately following the allotment and issue of the Placing Shares (including the Award Shares); |
Admission
Application will be made to the London Stock Exchange to admit 9,333,334 new ordinary shares to trading on AIM pursuant to the Placing. Subject to Resolution 1 having been passed and the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that admission of the Placing Shares will occur at 8.00 a.m. on or around 16 January 2015. The Placing Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares.
Following the issue of the Placing Shares (and the Award Shares) the Enlarged Share Capital will be 55,384,856 and the number of Ordinary Shares carrying voting rights will be 55,384,856.
Defined terms used in this announcement will have the meaning set out in the Circular.
Enquiries:
Hayward Tyler Group plc · Ewan Lloyd-Baker, Chief Executive Officer · Nicholas Flanagan, Chief Financial Officer
|
Tel: +44 (0)1582 731144 |
FinnCap Ltd - NOMAD & Broker · Matt Goode / Grant Bergman / Emily Watts - Corporate Finance · Tony Quirke - Corporate Broking |
Tel: +44 (0)20 7220 0500 |
GTH Communications Limited · Toby Hall |
Tel: +44 (0)7713 341072 |
Important notice
Members of the general public are not eligible to take part in the Placing. This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company or finnCap or any of their respective affiliates.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, finnCap or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.