HYD.L Regulatory News (HYD)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE

Hydro International plc ("Hydro" or the "Company")

Possible Offer

The Directors of the Company have noted the rise in the Company's share price over recent days. The Company announces that it has received an approach which may or may not lead to the acquisition of the Company by Hanover Investors Management LLP ("Hanover").

There can be no certainty the acquisition will occur or of the timing or exact terms of any such transaction.

In accordance with Rule 2.6(a) of the Code, Hanover is required, by no later than 5.00 pm on 17th June 2016 to do one of the following:

i) Announce a firm intention to make an offer for Hydro in accordance with Rule 2.7 of the Code; or

ii) Announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

The Company will keep the shareholders informed if there is any material development by making the appropriate announcement in compliance with the Code. In the meantime shareholders are urged to take no action.

For further information please contact:

In accordance with Rule 2.10 of the Code, the Company has 14,429,089 ordinary shares of 5 pence each in issue. The International Securities Identification Number ("ISIN") for the Company is GB0004499488.

Arden Partners plc, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for Hydro and no-one else in connection with the potential offer and will not regard any other person as a client in relation to the potential offer and will not be responsible to anyone other than Hydro for providing the protections afforded to its clients or for providing advice in relation to the potential offer or any matters referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement 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.

Disclosure requirements of 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 Hydro or of any paper 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 paper 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) Hydro and (ii) any paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of Hydro or of a paper 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 Hydro or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Hydro or of any paper 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) Hydro and (ii) any paper offeror, 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 Hydro or a paper 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 Hydro and by any offeror and Dealing Disclosures must also be made by Hydro, 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website (plc.hydro-intl.com) by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and do not form part of this announcement.