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: +44 (0)1582 731144
Officer
Nicholas Flanagan, Chief Financial
Officer
Akur Limited - Joint Financial
Adviser and Rule 3 Adviser Tel: +44 (0)20 7493
to HTG 3631
David Shapton
Siobhan Sergeant
FinnCap Limited - Joint Financial
Adviser, NOMAD and Broker Tel: +44 (0)20 7220
to HTG 0500
Matt Goode / Emily Watts -
Corporate Finance
Simon Johnson - Corporate
Broking
Buchanan Communications - Tel: +44 (0)207 466
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 +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 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
END
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