TIDMHAYT
RNS Number : 4241G
Hayward Tyler Group PLC
26 May 2017
26 May 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
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 an announcement on 28 April 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
28(th) day following the date of the announcement of the first
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 23 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.
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.
Enquiries:
Hayward Tyler Group plc Tel: +44 (0)1582 731144
Ewan Lloyd-Baker, Chief Executive
Officer
Nicholas Flanagan, Chief Financial
Officer
Akur Limited - Financial Adviser Tel: +44 (0)20 7493
to Hayward Tyler 3631
David Shapton
Siobhan Sergeant
FinnCap Limited - NOMAD and Tel: +44 (0)20 7220
Broker to Hayward Tyler 0500
Matt Goode / Emily Watts -
Corporate Finance
Simon Johnson - Corporate
Broking
Buchanan Communications, Financial Tel: +44 (0)207 466
PR 5000
Charles Ryland
Chris Judd
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 30 May 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
END
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