Hayward Tyler : Scheme Document, Court Meeting & GM Notice

28 July 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

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Hayward Tyler Group plc

('HTG' or the 'Company')

Publication of Scheme Document

Notice of Court Meeting

Notice of HTG General Meeting

On 30 June 2017, the Board of Avingtrans PLC ('Avingtrans') announced the terms of a recommended acquisition for the entire issued and to be issued ordinary share capital of HTG (the 'Acquisition') to be effected by means of a Court-sanctioned scheme of arrangement of the Company under Part X of the Companies Act (the 'Scheme' or 'Scheme of Arrangement').

The Board of Hayward Tyler announces that it has published a circular (the 'Scheme Document') setting out further information about the Acquisition and the Scheme of Arrangement, together with the notices of the Court Meeting and the HTG General Meeting to be held at 10:00 a.m. and 10:15 a.m., respectively, on Monday, 21 August 2017 at the offices of Mishcon de Reya LLP at Africa House, 70 Kingsway, London WC2B 6AH (the 'Meetings').

The Scheme Document is available on the Company's website at http://htg.global/investor-relations/takeover-code-requirements and will be posted to shareholders, together with the forms of proxy for each of the Court Meeting and HTG General Meeting, today.

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST, EITHER IN PERSON OR BY PROXY, SO THAT THE COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF RELEVANT SHAREHOLDER OPINION.

SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO EXERCISE THEIR RIGHTS BY COMPLETING THE FORMS OF PROXY OR BY ATTENDING THE MEETINGS AND VOTING IN PERSON.

The timetable for the Scheme of Arrangement is set out below:

Unless otherwise indicated, all references in this announcement to times are to London times.

Notes

1 The dates and times above are indicative only and will depend, amongst other things, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) a certified copy of the Scheme Court Order is delivered to the Registrar of Companies in the Isle of Man. If any of the expected dates change, HTG will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.

2 The PINK Form of Proxy for the Court Meeting may alternatively be handed to Share Registrars on behalf of the Chairman of the Court Meeting at the start of the Court Meeting. However, the WHITE Form of Proxy for the General Meeting must be received by 10:15 a.m. on 19 August 2017 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Share Registrars.

3 If either of the Meetings is adjourned, then the Voting Record Time for the reconvened Meeting will be 6:00 p.m. on the day which is two days before such reconvened Meeting.

4 If the Court Meeting has not been concluded or has been adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

5 This date may be extended by agreement between Avingtrans and HTG with the consent of the Panel and (if required) the approval of the Court.

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.

Further update announcements will be made as appropriate.

Enquiries:

About Hayward Tyler Group plc

· The Company consists of the Hayward Tyler and Peter Brotherhood engineering businesses, together providing 350 years of engineering experience, heritage and pedigree.

· The Hayward Tyler business is a market leader in the design, manufacture and servicing of performance-critical motors and pumps for the harshest of environments.

· The Peter Brotherhood business is a market leader in the design, manufacture and servicing of performance-critical steam turbines, compressors, gear boxes and combined heat and power systems.

· The Company services the Power, Oil & Gas, Nuclear, Process, Renewables and Marine markets, via its 500-strong workforce, from 7 sites strategically located across the globe.

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 +44 (0)20 7638 0129 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 31 July 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.