TIDMHAYT
RNS Number : 4328M
Hayward Tyler Group PLC
28 July 2017
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 ATTING THE MEETINGS
AND VOTING IN PERSON.
The timetable for the Scheme of Arrangement is set out
below:
Event Time and/or date
2017(1)
Latest time for lodging Forms
of Proxy for the Court Meeting 10:00 a.m. on
(PINK form)(2) 19 August
Latest time for lodging Forms
of Proxy for the General Meeting 10:15 a.m. on
(WHITE form)(2) 19 August
Voting Record Time for the 6:00 p.m. on 19
Meetings(3) August
10:00 a.m. on
Court Meeting 21 August
10:15 a.m. on
General Meeting(4) 21 August
Last day of dealings in, and
registration of transfers in
CREST of, HTG Shares 29 August
7:30 a.m. on 30
HTG Shares suspended August
Scheme Court Hearing to sanction
the Scheme 30 August
6:00 p.m. on 30
Scheme Record Time August
Effective Date of the Scheme 31 August
Cancellation of admission of 7:00 a.m. on 1
HTG Shares on AIM September
Admission of the Enlarged Avingtrans
Share Capital to trading on 8:00 a.m. on 1
AIM September
Crediting of New Avingtrans
Shares to CREST accounts 1 September
Latest date for despatch of
the share certificates of the
New Avingtrans Shares to be
issued to HTG Shareholders 14 September
The date by which the Scheme
must become unconditional and
effective, failing which it
will lapse(5) 31 August
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:
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUWOKRBWABURR
(END) Dow Jones Newswires
July 28, 2017 06:30 ET (10:30 GMT)
Hayward Tyl (LSE:HAYT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Hayward Tyl (LSE:HAYT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024