Sch 1 Update - Avingtrans Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Avingtrans plc ("Avingtrans", the "Existing Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Chatteris Business Park, Chatteris, Cambridgeshire PE16 6SA

COUNTRY OF INCORPORATION:

UK

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.avingtrans.plc.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is being sought as a result of the proposed reverse takeover of Hayward Tyler Group plc ("HTG" or the "HTG Group" and, following completion of the acquisition by Avingtrans, the "Enlarged Group"). The Company's main country of operation is the UK.

Information on Avingtrans

Avingtrans is a precision engineering group, operating in differentiated, specialist niches in the supply chains of engineering original equipment manufacturers. Its core strategy is to buy and build market-leading niche positions in its chosen market sectors (currently energy and medical) and then ultimately divest in order to deliver shareholder value.

The Existing Group's current operations are focused on safety critical equipment for the energy and medical markets. The Directors are developing the Existing Group's position as a supplier of energy industry process modules, vertically integrating this capability with the vessel manufacturing capability at Metalcraft. This same vertical integration capability lends itself to the nuclear decommissioning, life extension and "new nuclear" markets, as well as a variety of other niches in the renewable energy sector.

Information on HTG

HTG Group is focused on delivering performance-critical solutions to meet current and future global energy needs. It designs, engineers, manufactures and services performance-critical motor, pumping and power solutions across the global energy sector. HTG Group has two businesses; Hayward Tyler and Peter Brotherhood, which employ over 500 staff globally and trade from facilities in the UK, the USA, China and India.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

30,704,636 ordinary shares of 5p at an issue price of approximately 245p. No restrictions as to the transfer of ordinary shares. No ordinary shares held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Anticipated market capitalisation on admission: c. £75 million (depending on the prevailing mid-market share price of the Company immediately prior to admission). No capital to be raised on admission.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

13.03 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

The ordinary shares of Avingtrans are not admitted to trading on any other exchange or trading platform, nor has any such application been made.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Roger Steven McDowell (Chairman)

Stephen (Steve) McQuillan (Chief Executive Officer)

Stephen Michael King (Chief Financial Officer)

Dr Graham Kenneth Thornton (Non-Executive Director)

Leslie James Thomas (Non-Executive Director)

Proposed director:

Ewan Wade Royston Lloyd-Baker (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

(1) Assuming up to 11,535,000 New Ordinary Shares are issued in connection with the Acquisition of Hayward Tyler Group plc

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 May

(ii) 30 November 2016 in respect of Avingtrans plc

31 March 2017 in respect of Hayward Tyler Group plc

(iii) 30 November 2017 (in respect of the final results of Avingtrans for the year to 31 May 2017)

28 February 2018 (in respect of the interim results of Avingtrans for the six-months to 30 November 2017)

30 November 2018 (in respect of the final results of Avingtrans for the year to 31 May 2018)

EXPECTED ADMISSION DATE:

1 September 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

NAME AND ADDRESS OF BROKER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A

DATE OF NOTIFICATION:

31 August 2017

NEW/ UPDATE:

Update