23 June 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
This is an announcement falling under Rule 2.6(c) of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
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
("Hayward Tyler" or the "Company")
Extension to deadline under Rule2.6(c) of the Code and Notice of Results
On 31 March 2017, the Board of Hayward Tyler announced that it was in the early stages of discussions with Avingtrans PLC ("Avingtrans"), regarding a possible offer by Avingtrans for the whole of the issued share capital of the Company.
Further to the announcement on 26 May 2017, in accordance with Rule 2.6(c) of the Code, Avingtrans was required to announce either a firm intention to make an offer for the Company (pursuant to Rule 2.7 of the Code) or announce that it does not intend to make an offer (pursuant to Rule 2.8 of the Code) by 5:00pm today (being the 28th day following the date of the announcement of the second extension to the deadline pursuant to Rule 2.6(a)).
The Board of Hayward Tyler announces that, at its request, the Panel on Takeovers and Mergers (the "Panel") has consented to a further extension of this deadline in accordance with Rule 2.6(c) of the Code and, accordingly, Avingtrans must, by no later than 5.00pm on 30 June 2017, either announce a firm intention to make an offer for Hayward Tyler in accordance with Rule 2.7 of the Code or 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 will only be further extended with the consent of the Panel.
The purpose of this extension is to provide the directors of both Hayward Tyler and Avingtrans the opportunity to continue their discussions on the structure of any offer and complete their due diligence processes.
The Company intends to announce its results for the year ended 31 March 2017 on Friday 30 June 2017.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code (as defined above) and there can be no certainty that an offer will be made, nor as to the terms of any offer, including whether any offer would be at a significant premium to the current share price.
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.
Hayward Tyler Group plc
Ewan Lloyd-Baker, Chief Executive Officer
Nicholas Flanagan, Chief Financial Officer
Tel: +44 (0)1582 731144
Akur Limited - Financial Adviser to Hayward Tyler
Tel: +44 (0)20 7493 3631
FinnCap Limited - NOMAD and Broker to Hayward Tyler
Matt Goode / Emily Watts - Corporate Finance
Simon Johnson - Corporate Broking
Tel: +44 (0)20 7220 0500
Buchanan Communications, Financial PR
Tel: +44 (0)207 466 5000
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 26 June 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