FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser:

Hydro International plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Hydro International plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

25 May 2016

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state 'N/A'

NO

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

0

0

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

TOTAL:

0

0

0

0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Details of ordinary shares held:

Name

No. of shares

Percentage of total share capital

Ian Griffiths

0

0

Michael Jennings

0

0

Anthony Hollox

23,463

0.16%

Michael Stevens

0

0

Huw Davies

0

0

Details of options held:

Name

No. of options

Date of award

Ex.

Date

Ex. Price

Performance Period Starts

Performance Period Ends

Michael Jennings

200,000

07-Nov-13

31-Mar-17

£0.05

01-Jan-14

31-Dec-16

69,198

17-Mar-14

17-Mar-17

£0.05

01-Jan-14

31-Dec-16

116,300

16-Mar-15

16-Mar-18

£0.05

01-Jan-15

31-Dec-17

75,204

06-Apr-16

06-Apr-19

£0.05

01-Jan-16

31-Dec-18

460,702

Anthony Hollox

39,662

17-Mar-14

17-Mar-17

£0.05

01-Jan-14

31-Dec-16

44,053

16-Mar-15

16-Mar-18

£0.05

01-Jan-15

31-Dec-17

27,793

06-Apr-16

06-Apr-19

£0.05

01-Jan-16

31-Dec-18

111,508

Total

572,210

Performance conditions related to options held:

The number of share options which vest is dependent on the compound annual growth rate in earnings per share (EPS) over a Performance Period of three years. 10% of the share options will vest if the EPS growth rate is equal to 3%, increasing on a straight line basis to 100% where the EPS growth rate is 15% or more. Awards lapse if they do not vest. Further information on Share Options can be found in the Remuneration Report section of the Annual Report.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

NONE

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Date of disclosure:

26 May 2016

Contact name:

Tony Hollox

Telephone number:

+44 (0) 1275 337931

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

Hydro International plc published this content on 26 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 May 2016 12:40:04 UTC.

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