Hayward Tyler Group PLC Results of the Court Meeting and General Meeting (5577O)

TIDMHAYT

RNS Number : 5577O

Hayward Tyler Group PLC

21 August 2017

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

21 August 2017

Hayward Tyler Group plc

("HTG" or the "Company")

Results of the Court Meeting and General Meeting

The Board of directors of HTG is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Avingtrans plc ("Avingtrans") of the entire issued and to be issued ordinary share capital of HTG to be effected by means of a Court-sanctioned scheme of arrangement of the Company under Part X of the Isle of Man Companies Act 2006 (the "Scheme" or "Scheme of Arrangement"):

-- the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting; and

-- HTG Shareholders voted to pass the ordinary resolution to implement the Scheme and make an amendment to the Articles in connection with the Scheme (the "Ordinary Resolution") at the General Meeting,

in each case on the terms set out in the notice of each meeting.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 28 July 2017 sent or made available to Scheme Shareholders (the "Scheme Document"), which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on HTG's website (http://htg.global/investor-relations/takeover-code-requirements).

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Court Meeting

At the Court Meeting a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.44 per cent. by value of those Scheme Shareholders who voted (either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was approved by the requisite majority on a poll vote.

Details of the votes cast were as follows:

 
 Results      No. of       % of      No. of          % of Scheme     No. of 
  of Court     Scheme       Scheme    Scheme          Shareholders    Scheme 
  Meeting      Shares       Shares    Shareholders    who voted*      Shares 
               voted        voted*    who voted                       voted 
                                                                      as a % 
                                                                      of issued 
                                                                      ordinary 
                                                                      share 
                                                                      capital* 
-----------  -----------  --------  --------------  --------------  ----------- 
 For          30,208,909   99.44     90              89.11           54.54 
-----------  -----------  --------  --------------  --------------  ----------- 
 Against      171,619      0.56      11              10.89           0.31 
-----------  -----------  --------  --------------  --------------  ----------- 
 Total        30,380,528   100.00    101             100.00          54.85 
-----------  -----------  --------  --------------  --------------  ----------- 
 

* Rounded to two decimal places.

General Meeting

At the General Meeting the Ordinary Resolution to implement the Scheme and make an amendment to the Articles in connection with the Scheme, as set out in the Scheme Document, was duly passed. The voting results for the General Meeting were as follows:

 
              For       For **    Against    Against     Total      Withheld*** 
               **                 (Number)               (excl. 
                                                        Witheld) 
            (Number)     (%*)                  (%*)     (Number)      (Number) 
--------  -----------  -------  ----------  --------  -----------  ------------ 
 Ordinary Resolution 
------------------------------------------------------------------------------- 
 Shares 
  Voted    29,749,024   99.47    159,619     0.53      29,908,643   - 
--------  -----------  -------  ----------  --------  -----------  ------------ 
 

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the Ordinary Resolution.

Next Steps

Completion of the Acquisition remains subject to satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 13 of the Scheme Document.

As described in the Scheme Document, the Scheme Court Hearing (to sanction the Scheme) is expected to take place on 30 August 2017 although this and each of the subsequent dates set out in this timetable could be subject to change.

It is expected that the admission of the Scheme Shares to trading on AIM will be cancelled at 7.00 a.m. on 1 September 2017 and dealings in such shares will be suspended from 7.30 a.m. on 30 August 2017.

The New Avingtrans Shares to which Scheme Shareholders will be entitled pursuant to the Scheme will be issued on or about 1 September 2017. Avingtrans intends to make an application to the London Stock Exchange for admission to trading on AIM of the Enlarged Avingtrans Share Capital. It is expected that admission of the Enlarged Avingtrans Share Capital will become effective and dealings will commence at 8.00 a.m. on 1 September 2017, being the Business Day following the date on which the Scheme becomes effective.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived. If any of the times and/or dates above change, the revised times and/or dates will be notified to HTG Shareholders by announcement through a Regulatory Information Service.

Further update announcements will be made as appropriate.

Any defined terms used in this announcement are as set out in the Scheme Document.

The Company remains in an "Offer Period" as defined in the Code. Accordingly, the dealing disclosure requirements listed below will apply.

Enquiries:

 
Hayward Tyler Group plc 
 Ewan Lloyd-Baker, Chief Executive     Tel: [phone] 
 Officer 
 Nicholas Flanagan, Chief Financial 
 Officer 
Akur Limited - Joint Financial 
 Adviser and Rule 3 Adviser            Tel: [phone] 
 to HTG                                3631 
 David Shapton 
 Siobhan Sergeant 
FinnCap Limited - Joint Financial 
 Adviser, NOMAD and Broker             Tel: [phone] 
 to HTG                                0500 
 Matt Goode / Emily Watts - 
 Corporate Finance 
 Simon Johnson - Corporate 
 Broking 
Buchanan Communications -            Tel: [phone] 
 Financial PR                         5000 
 Charles Ryland 
 Chris Judd 
 

Disclaimer

Akur Limited and finnCap Ltd, which are both authorised and regulated in the United Kingdom by the FCA, are acting exclusively as joint financial advisers to HTG and no-one else in connection with the matters described in this announcement, and will not be responsible to anyone other than HTG for providing the protections afforded to clients of both Akur Limited and finnCap Ltd, respectively, or for providing advice in connection with the matters referred to herein. Akur Limited and finnCap Ltd have given, and not withdrawn, their consent to the inclusion in the announcement of the references to their respective names and the advice they have given to HTG in the form and context in which they appear.

Disclosure requirements of the Takeover Code (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 an offeree company or of any securities exchange 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 securities exchange 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) the offeree company and (ii) any securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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) the offeree company and (ii) any securities exchange offeror(s), 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 an offeree company or a securities exchange 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at http://htg.global/investor-relations/takeover-code-requirements/ no later than 12.00 noon (London time) on 22 August 2017 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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August 21, 2017 07:40 ET (11:40 GMT)