Hayward Tyler Group PLC Scheme Effective (4580P)
31 8월 2017 - 7:53PM
UK Regulatory
TIDMHAYT
RNS Number : 4580P
Hayward Tyler Group PLC
31 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
31 August 2017
Hayward Tyler Group plc
("HTG" or the "Company")
Scheme Effective
The HTG Board is pleased to announce that, further to
yesterday's announcement that the Court had sanctioned the Scheme,
the Scheme Court Order has been delivered to the Registrar of
Companies and, accordingly, the recommended acquisition by
Avingtrans plc ("Avingtrans") of the entire issued and to be issued
ordinary share capital of HTG has now become effective in
accordance with its terms.
Scheme Shareholders on the register at the Scheme Record Time
are entitled to receive 1 New Avingtrans Share for every 4.755
Scheme Shares (excluding the Restricted Shares). Admission of the
Enlarged Avingtrans Share Capital to trading on AIM will occur at
8.00 a.m. on 1 September 2017.
Crediting of New Avingtrans Shares to CREST accounts of Scheme
Shareholders holding Scheme Shares in uncertificated form is
expected on 1 September 2017 and despatch of share certificates of
the New Avingtrans Shares to Scheme Shareholders holding Scheme
Shares in certificated form is expected by no later than 14
September 2017.
Following the application by HTG to the London Stock Exchange,
the cancellation of admission to trading of HTG Shares on AIM will
take effect at 7.00 a.m. (London time) on 1 September 2017.
Full details of the Acquisition are in the Scheme Document dated
28 July 2017 sent or made available to Scheme Shareholders. The
Scheme Document is available on HTG's website
(http://htg.global/investor-relations/takeover-code-requirements)
and is subject to certain restrictions relating to persons resident
in Restricted Jurisdictions.
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme
Document.
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
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
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 1 September 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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August 31, 2017 06:53 ET (10:53 GMT)
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