Recommended Offer for Hayward Tyler Group plc

RNS Number : 7011J

Avingtrans PLC

30 June 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO 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.

30 June 2017

Recommended Acquisition of

Hayward Tyler Group plc

Avingtrans plc

to be effected by means of a scheme of arrangement

under Part X of the Companies Act 2006

The board of directors of Avingtrans plc ("Avingtrans") is pleased to announce the terms of a recommended acquisition pursuant to which Avingtrans will acquire the entire issued and to be issued ordinary share capital of Hayward Tyler Group plc ("HTG") (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement of HTG under Part X of the Companies Act.

Summary

· Under the terms of the Scheme, Scheme Shareholders will be entitled to receive:

1 New Avingtrans Share for every 4.755 Scheme Shares

· The exchange ratio of New Avingtrans Shares to Scheme Shares has been determined by reference to the offer price of 47 pence per HTG Share and the average daily volume weighted average price per Avingtrans Share over the 30 days to 29 June 2017.

· The Offer represents a value of approximately 51.6 pence per Scheme Share based upon the Avingtrans Closing Price on 29 June 2017, being the Business Day prior to this announcement, representing:

- a premium of 14.7 per cent. to the HTG Closing Price on 29 June 2017, being the Business Day prior to this announcement, and

- a premium of 35.8 per cent. to the 30 day volume weighted average price per HTG Share as at close of business on 30 March 2017 (being the last Business Day prior to the date of the Offer Period commencing) (being 38 pence).

· The number of New Avingtrans Shares expected to be issued pursuant to the terms of the Scheme is 11,533,278.

· The Acquisition is expected to result in Scheme Shareholders owning 37.6 per cent. of the Enlarged Avingtrans Share Capital.

· If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by HTG in respect of the HTG Shares on or after the date of this announcement and prior to the Scheme becoming Effective, Avingtrans will have the right to reduce the value of the consideration payable for each HTG Share by up to the amount per HTG Share of such dividend, distribution or return of value.

· The Scheme and Acquisition are conditional on, amongst other things:

- all resolutions necessary to approve and implement the Scheme and amend the Articles being duly passed by the requisite majority or majorities at the HTG General Meeting and the Court Meeting;

- the sanction of the Scheme by the Court and the Scheme becoming Effective;

- the passing at the Avingtrans General Meeting of such resolution or resolutions as are necessary to approve, implement and effect the Acquisition: and

- the Conditions and further terms not otherwise identified above to which the Scheme and the Acquisition are subject, as set out in Appendix 1 to this announcement, either being satisfied or (with the exception of certain conditions which are not capable of waiver) waived.

· The HTG Directors, with the exception of Maurice Critchley, who have been so advised by Akur, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the HTG Directors, Akur has taken into account the commercial assessment of the HTG Directors. Akur is providing independent financial advice to the HTG Directors for the purposes of Rule 3 of the Code.

· Accordingly, the HTG Directors, with the exception of Maurice Critchley, intend to recommend that HTG Shareholders, to the extent they are entitled to do so, vote in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting.

· The HTG Directors, with the exception of Maurice Critchley, have agreed to vote in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting in respect of their own entire legal and beneficial holdings of HTG Shares (and those of connected persons) amounting to, in aggregate, 4,660,255 HTG Shares, representing approximately 8.4 per cent. of the share capital of HTG in issue on 29 June 2017 (being the last Business Day prior to the date of this announcement).

· Avingtrans has also received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting from certain HTG Shareholders amounting to, in aggregate, 12,679,999 HTG Shares, representing 22.9 per cent. of the existing issued share capital of HTG.

· In addition, Avingtrans has received letters of intent to vote (or procure the vote) in favour of the Scheme from certain HTG Shareholders amounting to, in aggregate, 6,501,349 HTG Shares, representing approximately 11.7 per cent. of the existing issued share capital of HTG.

· HTG has today published its unaudited results for the year ended 31 March 2017.

· As a result of its size, the Acquisition constitutes a reverse takeover for Avingtrans under the AIM Rules. Accordingly, Avingtrans is required to seek the approval of its shareholders for the Acquisition at the Avingtrans General Meeting. Avingtrans will publish an Admission Document in connection with the Admission of the Enlarged Group (incorporating, amongst other things, notice of the Avingtrans General Meeting).

· The Avingtrans Board believes the Acquisition and the resolutions to be proposed at the Avingtrans General Meeting to be in the best interests of Avingtrans and Avingtrans Shareholders as a whole. Accordingly:

- the Avingtrans Directors intend to recommend unanimously that Avingtrans Shareholders vote in favour of the resolutions to be proposed at the Avingtrans General Meeting to approve the Acquisition and related matters; and

- the Avingtrans Directors have agreed to vote in favour of the resolutions to be proposed at the Avingtrans General Meeting to approve the Acquisition and related matters in respect of their own legal and beneficial holdings of Avingtrans Shares (and those of connected persons) amounting to, in aggregate, 1,831,657 Avingtrans Shares, representing approximately 9.6 per cent. of the existing issued share capital of Avingtrans.

· Avingtrans and HTG have also received irrevocable undertakings to vote (or procure the vote) in favour of the resolutions to be proposed at the Avingtrans General Meeting from certain Avingtrans Shareholders amounting to, in aggregate, 4,232,758 Avingtrans Shares representing 22.1 per cent. of the existing issued share capital of Avingtrans.

· The Acquisition is subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in Appendix 1 to this announcement and to be set out in the Scheme Document.

· The Scheme Document, which will contain further information about the Acquisition, the Scheme, and the notices of the Court Meeting and the HTG General Meeting, and the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless Avingtrans and HTG agree, and the Panel consents, to a later date.

· The Admission Document, which will contain further information about the Acquisition, and the notice of the Avingtrans General Meeting, will be published as soon as practicable.

· It is expected that the Scheme will become Effective by 31 August 2017, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement.

· Avingtrans reserves the right to elect (subject to the consent of the Panel) to implement the Acquisition by way of a takeover offer at any time before the Scheme becomes Effective, or following its withdrawal, in which case additional documents will be despatched to HTG Shareholders. In such event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) the inclusion of an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Avingtrans may determine) of the shares to which such offer relates).

Commenting on the Acquisition, Steve McQuillan, CEO of Avingtrans, commented:

"Avingtrans shareholders are well aware of the group's stated buy and build strategy, which we call PIE (pinpoint-invest-exit). Since the disposal of our aerospace division, we have been working hard to pinpoint appropriate targets for the next stage of our development. Hayward Tyler and Peter Brotherhood are great businesses with enviable pedigrees, which fit perfectly with our intended development of our Energy division. We believe the Enlarged Group will become a market leader in key sectors of interest - notably nuclear power and oil and gas - and the combined business has the potential to deliver a substantial increase in shareholder value over the medium term. We are excited by the prospects and the opportunity to work with the Hayward Tyler Group employees to create an outstanding business for the future."

Commenting on the Acquisition, Ewan Lloyd-Baker, CEO of HTG, commented:

"I am pleased that in Avingtrans we have found a company that understands the long-term nature of our business and the significant opportunities for growth within Hayward Tyler and Peter Brotherhood on the back of our record order book and the improving market fundamentals. With the major investment in our Luton-based Centre of Excellence now complete, the Peter Brotherhood brand gaining strength, momentum building in our end markets and now the financial security of the Avingtrans balance sheet, we have a solid foundation on which to grow significant shareholder value whilst continuing to develop and improve our people, our products and our processes."

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this announcement, and certain additional financial and operational information, are set out in Appendix 2 to this announcement. Details of the irrevocable undertakings and letters of intent received by Avingtrans and HTG in relation to the Acquisition are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.

This summary should be read in conjunction with, and is subject to, the following full text of this announcement and the Appendices.

Enquiries:
Avingtrans plc Steve McQuillan, CEO Stephen King, CFO	+44 (0)135 469 2391
Hayward Tyler Group plc Ewan Lloyd-Baker, CEO Nicholas Flanagan, CFO	+44 (0)1582 731 144
Nplus1 Singer Advisory LLP (Financial adviser, NOMAD and Broker to Avingtrans) Shaun Dobson Richard Lindley Lauren Kettle	+44 (0)20 7496 3000
Akur Limited (Joint financial adviser and Rule 3 adviser to HTG) David Shapton Siobhan Sergeant	+44 (0)20 7493 3631
finnCap Limited (Joint financial adviser, NOMAD and Broker to HTG) Matt Goode / Emily Watts - Corporate Finance Tim Redfern / Tony Quirke - Corporate Broking	+44 (0)20 7220 0500

Disclaimers

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Avingtrans and no-one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Avingtrans for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein. Nplus1 Singer Advisory LLP has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name and the advice it has given to Avingtrans in the form and context in which they appear.

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 Acquisition and other 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 relation to the Acquisition, the contents of this announcement or any other matter 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.

IMPORTANT NOTES

Publication of certain documents in connection with the Acquisition

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the purposes of complying with English law, the Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

This announcement is for information purposes only. It is not intended to and does not constitute, an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme.

It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of HTG Shareholders who hold their shares in certificated form) the relevant Forms of Proxy, will be posted to HTG Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

It is expected that the Admission Document (including notice of the Avingtrans General Meeting) will be posted to Avingtrans Shareholders as soon as is reasonably practicable.

Those documents will also be made available at the same time on Avingtrans' website at http://www.avingtrans.plc.uk and on HTG's website at http://htg.global/investor-relations/takeover-code-requirements. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. HTG urges HTG Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Avingtrans urges Avingtrans Shareholders to read the Admission Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition. Any vote by Avingtrans Shareholders in respect of the Acquisition or other response in relation to the Acquisition should be made only on the basis of the information contained in the Admission Document.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of HTG or the Hayward Tyler Group, or of Avingtrans or the Avingtrans Group, or of the Enlarged Group, except where otherwise stated.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the Isle of Man should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their HTG Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law, Isle of Man law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the Isle of Man.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Please be aware that addresses, electronic addresses and certain other information provided by HTG Shareholders, persons with information rights and other relevant persons for the receipt of communications from HTG may be provided to Avingtrans during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Notice to US investors

The Acquisition relates to the shares of an Isle of Man company and is to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. The Acquisition is subject to the disclosure requirements and practices applicable in the Isle of Man to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Avingtrans exercises its right to implement the Acquisition by means of an Offer, such Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

The financial information included in this announcement relating to HTG has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. US generally accepted accounting principles ("US GAAP") differ in certain significant respects from each of UK GAAP and IFRS. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Cautionary note regarding forward looking statements

This announcement, including certain information incorporated by reference, contains certain forward looking statements with respect to the financial condition, results of operations and business of HTG or the Hayward Tyler Group and Avingtrans or the Avingtrans Group and certain plans and objectives of the HTG Board and the Avingtrans Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the HTG Board and the Avingtrans Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules, the Code or any other applicable law, HTG and Avingtrans assume no obligation to update or correct the information contained in this announcement.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Avingtrans or HTG, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Avingtrans or HTG, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in one per cent. 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), except to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Takeover Code).

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 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 of this announcement and availability of hard copies

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Avingtrans' and HTG's websites at www.avingtrans.plc.uk and http://htg.global/investor-relations/takeover-code-requirements by no later than 12:00 noon on 3 July 2017 until the end of the Offer Period.

Neither the content of HTG's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

In addition, a hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting Hayward Tyler's registrars, Share Registrars Limited, on 01252 821 390, or by writing to them at The Courtyard, 17 West Street, Farnham, Surrey GU9 6DR.

HTG Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Scheme should be in hard copy form.

The Scheme is subject to the provisions of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Inside information and Market Abuse Regulation

Certain HTG Shareholders were, with the consent of the Panel, formally brought inside in order to discuss giving irrevocable commitments or letters of intent to vote in favour of the Scheme. In addition, certain Avingtrans Shareholders were formally brought inside in order to discuss giving irrevocable commitments to vote in favour of the Acquisition at the Avingtrans General Meeting. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to HTG and Avingtrans, and their respective securities.

The person responsible for arranging release of this announcement on behalf of Avingtrans is N+1 Singer.

Status of announcement

This announcement does not constitute a prospectus or prospectus equivalent document.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

30 June 2017

Recommended Acquisition of

Hayward Tyler Group plc

Avingtrans plc

to be effected by means of a scheme of arrangement

under Part X of the Companies Act 2006

1. Introduction

The Acquisition is classified as a reverse takeover for Avingtrans under the AIM Rules and will therefore require the approval of the Avingtrans Shareholders at the Avingtrans General Meeting.

This announcement explains the background to the Acquisition and the reasons why the HTG Directors, with the exception of Maurice Critchley, intend to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that HTG Shareholders vote in favour of the Resolutions to be proposed at the HTG General Meeting as they have undertaken to do in respect of their own beneficial interests in HTG Shares amounting, in aggregate, to 4,660,255 HTG Shares, representing at the date of this announcement approximately 8.4 per cent. of the existing issued share capital of HTG.

The Scheme Document, which will contain further information about the Acquisition, the Scheme, the notices of the Court Meeting and the HTG General Meeting, and the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless Avingtrans and HTG agree, and the Panel consents, to a later date.

The Scheme will be subject to the Conditions set out below and in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document.

2. Terms of the Acquisition

Under the terms of the Scheme, which is subject to the Conditions set out in Appendix 1 of this announcement and to the full terms and conditions to be set out in the Scheme Document, Scheme Shareholders on the register of members of HTG at the Scheme Record Time will be entitled to receive:

1 New Avingtrans Share for every 4.755 Scheme Shares

· The Offer represents a value of approximately 51.6 pence per Scheme Share based upon the Avingtrans Closing Price on 29 June 2017, being the Business Day prior to this announcement, representing:

o a premium of 14.7 per cent. to the HTG Closing Price on 29 June 2017, being the Business Day prior to this announcement, and

o a premium of 35.8 per cent. to the 30 day volume weighted average price per HTG Share as at close of business on 30 March 2017 (being the last Business Day prior to the date of the Offer Period commencing) (being 38 pence).

The New Avingtrans Shares will be allotted and issued credited as fully paid and will rank pari passu in all respects with the existing Avingtrans Shares in issue at the time the New Avingtrans Shares are allotted and issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.

The existing Avingtrans Shares are admitted to trading on AIM. The Acquisition will constitute a reverse takeover for Avingtrans for the purposes of the AIM Rules; accordingly, Avingtrans is required to seek the approval of its shareholders for the Acquisition at the Avingtrans General Meeting. Application will be made for the admission of the Enlarged Avingtrans Share Capital (and consequently the Enlarged Group) to trading on AIM. It is expected that Admission will become effective and that trading in the Enlarged Avingtrans Share Capital will commence at 7:00 a.m. on the Business Day following the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur on 31 August 2017.

The Scheme requires the Scheme Shareholders to vote in favour of the Scheme at the Court Meeting, the HTG Shareholders to vote in favour of the Resolutions at the HTG General Meeting and the Avingtrans Shareholders to vote in favour of the resolutions to be proposed at the Avingtrans General Meeting. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme, at the Court Meeting or the HTG General Meeting. Upon the Scheme becoming Effective, HTG will become a wholly owned subsidiary of Avingtrans. The Scheme and Acquisition are conditional on, amongst other things:

- all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the HTG General Meeting and the Court Meeting;

- the sanction of the Scheme by the Court and the Scheme becoming Effective;

- the passing at the Avingtrans General Meeting of such resolution or resolutions as are necessary to approve, implement and effect the Acquisition; and

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by HTG in respect of the HTG Shares on or after the date of this announcement and prior to the Scheme becoming Effective, Avingtrans will have the right to reduce the value of the consideration payable for each HTG Share by up to the amount per HTG Share of such dividend, distribution or return of value.

3. Background to and reasons for the Acquisition

Avingtrans has a track record of growing businesses, either from start-up or via strategic acquisition, developing them internationally and crystallising value through sales at an appropriate stage in their development.

Avingtrans grew both its Machine Tools and Aerospace divisions to become international leaders in their chosen niche markets, underpinned by a number of acquisitions. Avingtrans' Machine Tools division, JenaTec, was disposed of in November 2012 for cash consideration of £13.5 million. This disposal provided the initial funds to develop Avingtrans' Aerospace business, Sigma Components, which was further expanded by its acquisition of Rolls-Royce's internal pipe manufacturing business in January 2016. Sigma Components was subsequently sold in 2016 for an enterprise value of £65 million, following which £19.4 million was returned to Avingtrans Shareholders via a tender offer.

The Avingtrans Board's objective is to continue its proven 'buy and build' strategy in regulated engineering niche markets, where it sees consolidation opportunities, with the intention of increasing shareholder returns over the medium to long term. Avingtrans intends to crystallise these gains at the appropriate time with periodic sales of businesses and return the proceeds, or a portion thereof, to shareholders. Previous deals have clearly demonstrated the success of this approach. Avingtrans has built strong brands and value from smaller constituent parts, demonstrating well-developed deal-making skills and a clear understanding of asset values and creating substantial increases in shareholder value.

After the disposal of Sigma Components, the Avingtrans Board and the executive management team spent considerable time in pinpointing suitable assets to strengthen the position of its Energy division. Furthermore, as noted in Avingtrans' interim results statement in February 2017, the current operations are in the process of being split into two divisions, with the Medical business to become a separate entity. To this end, Avingtrans made a small technology enabling acquisition of Scientific Magnetics Limited in February 2017.

Avingtrans has the opportunity to substantially augment the market position of its Energy business through the Acquisition. HTG's businesses specialise in motors, pumps, compressors and steam turbines used in applications in the power, oil and gas and nuclear sectors of the Energy market. The Avingtrans Board believes these capabilities will complement and augment Avingtrans' own expertise in these areas and will strengthen its position in this sector.

The Avingtrans Board believes there are significant operational and financial benefits for both Avingtrans' and HTG's stakeholders arising from the combination of the businesses, specifically:

· The strength of the Avingtrans balance sheet will result in a combined entity with a low level of net debt and the headroom to pursue major growth opportunities, both organically and via further acquisitions.

· Some duplicate costs can be removed and buying power augmented.

· Both businesses enjoy strong positions in their respective energy market niches, in particular in the nuclear sector.

· Both the Avingtrans subsidiary, Maloney Metalcraft Limited and the HTG subsidiary, Peter Brotherhood Limited, have long pedigrees in the oil and gas market. Whilst this sector remains subdued at present, the Avingtrans Board believes the Enlarged Group will be better able to win new business and to enhance its standing in the market.

· In the Power sector, HTG's core business would benefit from the increased scale and strengthened balance sheet of the new entity, with targeted investment supporting an accelerated drive towards niche leadership.

· The enhanced scale of the business and greater access to the Chinese energy market will enable the Enlarged Group to make inroads into the Chinese nuclear energy market and achieve critical mass.

· HTG's and Avingtrans' shareholders could benefit from an enhanced market valuation in the future due to the scale of the Enlarged Group and its growth potential.

In summary, the Avingtrans Board believes that the Enlarged Group will have strong prospects in the Energy sector, as well as a stable platform in the Medical and Biomedical equipment markets, which will potentially increase shareholder value, enhanced by prudent deployment of its proven acquisition and expansion strategy.

4. Background to and reasons for the recommendation of the HTG Directors

On 31 March 2017, HTG announced that it had received an approach from Avingtrans regarding a possible offer for HTG. As set out in the unaudited results for the year to 31 March 2017 published today, HTG experienced challenging trading conditions during the first half of its last financial year. This resulted in first half revenues of £23.1 million and a trading EBITDA loss of £4.6 million which improved significantly in the second half to result in full year revenues of £62.7 million and a trading EBITDA of breakeven. The challenging first half combined with investment in capital expenditure and an increase in working capital to deliver second half revenues of £39.6 million resulted in an increase in net debt from £8.6 million at 31 March 2016 to £22.1 million at 31 March 2017.

HTG continues to have constructive discussions with its bank, Royal Bank of Scotland ("RBS"), regarding a suitable long term financing structure to support the prospects of the business. RBS has granted four 30-day extensions with respect to HTG's repayment of £2.4 million of short term banking facilities and the annualised measurement of the financial covenants, both of which have most recently been extended from 30 June 2017 to 28 July 2017. The HTG Directors have therefore been seeking a longer term funding solution which can deliver the record order book and underpin the longer term prospects for the HTG group and remove the short term uncertainty surrounding the capital structure.

In considering the merits of the Offer, the HTG Directors have therefore taken into account:

· the uncertainty and potential dilution to HTG Shareholders should HTG continue in its present form and seek to stabilise its borrowings. Following discussions with RBS, the HTG Directors believe that a substantial equity placing would be required to secure long term financing from its lenders. There can be no certainty that such a fund raising can be completed and in the event that such a fund raising were successfully completed, the HTG Directors believe that this would likely be at a substantial discount to both the Closing Price on 29 June 2017 of 45 pence and the implied value of HTG Shares under the Scheme of approximately 51.6 pence, resulting in significant dilution to HTG Shareholders;

· the benefits to HTG Shareholders of becoming part of an enlarged group with a considerably stronger balance sheet than HTG's current position, which the HTG Directors believe would:

- enhance HTG's ability to re-engage with suppliers to develop longer term strategic relationships;

- provide additional confidence to existing and prospective customers of HTG when considering the placement of orders;

- support HTG's longer term aspirations to continue to invest in its people, its products, and its processes; and

- give increased flexibility to source financing to fund strategic, targeted acquisitions; and provide an increased diversity of revenue sources in the Enlarged Group.

· the implied value of the Scheme and relative shareholdings in the Enlarged Group. In particular, under the Scheme, HTG Shareholders would hold (in aggregate) approximately 37.6 per cent. of the Enlarged Group; and

· the expectation of greater liquidity for HTG Shareholders, such that the Enlarged Group could provide a more liquid market for current HTG Shareholders.

5. Recommendation of the Acquisition by the HTG Directors

The HTG Directors, with the exception of Maurice Critchley, who have been so advised by Akur, consider the terms of the Scheme to be fair and reasonable. In providing its advice to the HTG Directors, Akur has taken into account the commercial assessment of the HTG Directors. Akur is providing independent financial advice to the HTG Directors for the purposes of Rule 3 of the Code.

Accordingly, the HTG Directors, with the exception of Maurice Critchley, intend to recommend that HTG Shareholders (to the extent they are entitled to do so) vote in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting.

6. Recommendation of the Acquisition by the Avingtrans Directors

The Avingtrans Board believes the Acquisition and the resolutions to be proposed at the Avingtrans General Meeting to be in the best interests of Avingtrans and Avingtrans Shareholders as a whole.

Accordingly, the Avingtrans Directors intend to recommend unanimously that Avingtrans Shareholders vote in favour of the resolutions to be proposed at the Avingtrans General Meeting to approve the Acquisition and related matters.

7. Irrevocable undertakings and letters of intent

Irrevocable undertakings and letters of intent relating to the Scheme, Court Meeting and HTG General Meeting

The HTG Directors, with the exception of Maurice Critchley, have agreed to vote in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting in respect of their own entire legal and beneficial holdings of HTG Shares (and those of connected persons) amounting to, in aggregate, 4,660,255 HTG Shares, representing approximately 8.4 per cent. of the share capital of HTG in issue on 29 June 2017 (being the last Business Day prior to the date of this announcement).

Avingtrans has also received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolutions at the HTG General Meeting from certain HTG Shareholders amounting to, in aggregate, 12,679,999 HTG Shares, representing 22.9 per cent. of the existing issued share capital of HTG.

In addition, Avingtrans has received letters of intent to vote (or procure the vote) in favour of the Scheme from certain HTG Shareholders amounting to, in aggregate, 6,501,349 HTG Shares, representing approximately 11.7 per cent. of the existing issued share capital of HTG.

Avingtrans have therefore received irrevocable undertakings and letters of intent in respect of a total of 23,841,603 HTG Shares, representing, in aggregate approximately 43.0 per cent. of the issued share capital of HTG to vote in favour of the Scheme at the Court Meeting and of the Resolutions to be proposed at the HTG General Meeting.

Irrevocable undertakings relating to the Avingtrans General Meeting

The Avingtrans Directors have agreed to vote in favour of the resolutions to be proposed at the Avingtrans General Meeting to approve the Acquisition and related matters in respect of their own legal and beneficial holdings of Avingtrans Shares (and those connected persons) amounting to, in aggregate, 1,831,657 Avingtrans Shares, representing approximately 9.6 per cent. of the existing issued share capital of Avingtrans.

Avingtrans and HTG have also received irrevocable undertakings to vote (or procure the vote) in favour of the resolutions to be proposed at the Avingtrans General Meeting from certain Avingtrans Shareholders amounting to, in aggregate, 4,232,758 Avingtrans Shares, representing 22.1 per cent. of the existing issued share capital of Avingtrans.

Avingtrans and HTG have therefore received irrevocable undertakings in respect of a total of 6,064,415 Avingtrans Shares, representing, in aggregate approximately 31.7 per cent. of the issued share capital of Avingtrans to vote in favour of the Acquisition of the resolutions to be proposed at the Avingtrans General Meeting.

Further details of these irrevocable undertakings and letters of intent (including the circumstances in which they cease to become binding) are set out in Appendix 3 of this announcement.

8. Information on HTG

HTG includes both the Hayward Tyler and Peter Brotherhood businesses, together providing over 350 years of engineering experience, heritage and pedigree. HTG is focused on delivering performance-critical solutions for the most demanding requirements to meet current and future global energy needs. HTG employs over 500 staff globally and trades from facilities in the UK, the USA, China and India.

Hayward Tyler ("HT")

Hayward Tyler specialises in the design, manufacture and servicing of performance-critical motors and pumps in challenging environments. HT has recently completed a multi-million pound investment in a new Centre of Excellence at its Luton-based headquarters. The HTG Directors believe that this Centre of Excellence is an advanced facility for specialist motor manufacture and also provides significant additional support for R&D and the training and development of its workforce. The Hayward Tyler brand has been providing engineered products to its global blue-chip customer base for over 200 years. Hayward Tyler generated revenue in the year to 31 March 2017 of £46.5 million of which 28 per cent. was derived from original equipment and 72 per cent. from the aftermarket (which includes spares and shop and field service).

Peter Brotherhood ("PB")

The business of Peter Brotherhood was acquired in a trade and assets deal by HT 123 Limited, a wholly owned subsidiary of HTG, in October 2015 and subsequently renamed; resurrecting a brand which this year celebrates its 150th anniversary. PB specialises in the design, manufacture and servicing of performance-critical steam turbines, turbo gen-sets, compressors, gear boxes and combined heat and power systems. PB's expertise covers a range of industries with over 1,500 units sold to over 100 countries globally. Peter Brotherhood generated revenue in the year to 31 March 2017 of £16.2 million of which 35 per cent. was derived from original equipment and 65 per cent. from the aftermarket (which includes spares and shop and field service).

Results overview

On 30 June 2017, HTG announced its unaudited results for the year ended 31 March 2017. Overall HTG group revenues were slightly higher at £62.7 million (FY2016: £61.6 million) with the increase due to the full-year contribution from Peter Brotherhood. Against a backdrop of challenging end markets and continuing uncertain economic times, the group's performance was dampened in H1 2017 before recovering strongly in H2 2017. Gross profit margin was 28 per cent (FY2016: 33 per cent.) reflecting the fact that the lower revenues did not fully support factory overheads including labour, rent and utilities and leading to an EBITDA loss of £4.6 million. The strong second half performance with revenues of around £40 million mean that the loss was reversed and an EBITDA profit of £4.6 million was achieved leading to a full year EBITDA breakeven position. At the trading operating profit level the Group made a loss of £2.5 million compared to a trading operating profit of £5.8 million for the previous year.

Net debt increased from £8.6 million at 31 March 2016 to £22.1 million at 31 March 2017 mainly driven by break-even EBITDA, capital expenditure and the increase in working capital.

At 31 March 2017 net debt comprised:

- Term borrowings of £8.2 million (FY2016: £5.9 million);

- Finance leases of £3.6 million (FY2016: £1.6 million); and

- Drawings under revolving credit facilities of £11.5 million (FY2016: £6.2 million) offset by cash of £1.2 million (FY2016: £5.1 million).

9. HTG Share Schemes

Appropriate proposals (if any) will be made in due course to participants in the HTG Share Schemes and will be detailed in the Scheme Document.

Subject to the final determination of HTG's remuneration committee, the Restricted Shares are likely to be 'forfeited' pursuant to the rules and performance conditions of the HTG LTIP. In order to achieve this, if the Scheme becomes Effective and HTG's remuneration committee determine that the Restricted Shares are to be forfeited, the Restricted Shares shall be transferred under the Scheme to Avingtrans for nil consideration.

10. Cancellation of admission to trading on AIM and re-registration

An application will be made to the London Stock Exchange prior to the Effective Date to cancel the admission of the HTG Shares to trading on AIM with effect from shortly after the Effective Date once the Scheme has become Effective in accordance with its terms.

It is intended that dealing in HTG Shares will be suspended on AIM on or around the Effective Date.

On the Effective Date, HTG will become a wholly owned subsidiary of Avingtrans (and consequently, the Enlarged Group) and will be a private company. It is intended that Admission of the Enlarged Avingtrans Share Capital will become effective on the Business Day following the Effective Date.

11. Future intentions for HTG, its management and employees, and the Enlarged Group

Avingtrans attaches great importance to the skills, expertise and knowledge of the existing employees of HTG and its subsidiaries and, assuming that the Scheme becomes unconditional, envisages that operations will continue from all of HTG's sites, in the UK, the USA, China and India, under the existing site management structure. The future development of the business, as determined by Avingtrans in its ongoing strategy for the Enlarged Group, will be implemented under that site management. Of necessity, the fusion of two AIM listed businesses will result in certain Board and executive management changes, as described below. Save in respect of those expanded roles detailed in the Management section below, Avingtrans does not intend to alter the terms of employment of existing Avingtrans employees.

Avingtrans notes the current cost reduction plan being undertaken by Hayward Tyler Group, further details of which are included in the Hayward Tyler Group preliminary results for the year ended 31 March 2017. The Avingtrans Board intends that this cost reduction plan will continue to be executed as planned by HTG, following completion of the Acquisition.

If the Scheme becomes, or is declared, unconditional in all respects:

Staff Terms and Conditions

Avingtrans confirms that, save for those changes specified at the executive management and HTG Board level, as detailed below, it has no intention to make material changes to the conditions of employment of Hayward Tyler Group employees. With the exception of the HTG Board and executive management team, as detailed below, Avingtrans intends to safeguard fully the existing employment and pension rights of HTG's site management and employees in accordance with applicable law and to comply with HTG's pension obligations for existing employees and members of HTG's pension schemes, save in respect of the above cost reduction plan referred to above.

Furthermore, Avingtrans will honour cash bonus payments in accordance with HTG's current incentive scheme for the financial year ended 31 March 2017 on the basis that the operational performance achieved is determined prior to all costs incurred by HTG in connection with the Scheme. Assuming the Scheme is declared unconditional in all respects and the Acquisition completes, discretionary bonus awards for the current financial year ending 31 May 2018 for employees of the Enlarged Group will be reviewed in line with Avingtrans' policies. Avingtrans does not intend to make any changes to the contractual commission structures of the Hayward Tyler Group employees.

Operations

HTG's name and other brand names in the Hayward Tyler Group will be retained in order to provide continuity and connectivity with clients, with HTG generating a significant amount of repeat business through the reputation of its brands.

In line with the Avingtrans Group's stated buy and build strategy, it is very likely that Hayward Tyler Group's businesses will be proactively developed for eventual sale over a number of years. The timescale for such an outcome cannot be determined in advance, since it depends on many factors, including, but not limited to: business performance, market conditions and competitive landscape. While Avingtrans does not intend to redeploy any of Hayward Tyler Group's fixed assets at this time or make any changes in the short term to the locations of Hayward Tyler Group's places of business, including those based in Luton and in Peterborough, it does expect to undertake a full review of the Enlarged Group's operational sites, post-Admission. It may be that the Avingtrans Board, as a result of this review, decides to combine certain of the existing Avingtrans and Hayward Tyler Group operations, which may result in the relocation of certain of Avingtrans' or Hayward Tyler Group's employees and fixed assets.

It is intended, following the separation of its Energy and Medical operations, that Hayward Tyler Group's operations will eventually form the majority of the Energy Division of Avingtrans.

Management

Avingtrans intends that Ewan Lloyd-Baker, the current Chief Executive Officer of HTG, will join the Avingtrans Board from Admission as a non-executive director, to assist with the integration of the two businesses and to advise on the development of the Enlarged Group thereafter.

The Enlarged Group will be led by the Avingtrans Board. With the exception of Ewan Lloyd-Baker, the members of the HTG Board will resign their positions on completion of the Scheme, but may, by mutual agreement be retained during a transitional period. Those members of the HTG Board who are resigning will have their requisite notice periods honoured in accordance with the terms of their service agreements, letters or appointment and/or consultancy agreements.

Avingtrans intends to perform a full review of the executive management function of the Enlarged Group. Although, where feasible, Avingtrans may seek to redeploy the members of HTG's executive management team within the business, it makes no guarantees in this regard. This review process may result in expanded roles for certain members of the Avingtrans existing executive management team.

12. The Scheme and the Meetings

The Acquisition is being implemented by means of a scheme of arrangement between HTG and the Scheme Shareholders pursuant to the provisions of Part X of the Act. The Scheme involves the transfer of the Scheme Shares to Avingtrans in consideration for which HTG Shareholders (save in respect of the Restricted Shares) will receive the Consideration, being 1 New Avingtrans Share for every 4.755 Scheme Shares.

Upon the Scheme becoming Effective, Avingtrans will become the owner of the whole of the issued share capital of HTG.

To become Effective, the Scheme requires, amongst other things, the approval at the Court Meeting of a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof, and the passing of the Resolutions necessary to approve matters to give effect to the Scheme at the HTG General Meeting, or at any adjournment thereof. Following the Court Meeting and the HTG General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court at the Scheme Court Hearing. The Scheme will take effect when the Scheme Court Order has been delivered to the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether they attended or voted and, if they voted, whether they voted for or against the Scheme, at the Court Meeting or the HTG General Meeting.

Avingtrans reserves the right to elect (subject to the consent of the Panel) to implement the Acquisition by way of a takeover offer at any time before the Scheme becomes Effective, or following its withdrawal, in which case additional documents will be despatched to HTG Shareholders. In such event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) the inclusion of an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Avingtrans may determine) of the shares to which such offer relates).

The Scheme Document, containing further information about the Offer and notices convening the Court Meeting and the HTG General Meeting, will be posted to HTG Shareholders in due course (and, in any event, within 28 days of this announcement, unless otherwise agreed with the Panel) and the Scheme is expected to become Effective by 31 August 2017, subject to the satisfaction of the Conditions and further terms set out in Appendix 1.

13. Permitted Offer-related Arrangements

On 2 March 2017, HTG and Avingtrans entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to each other confidential and not to disclose it to third parties. Unless terminated earlier, the confidentiality obligations remain in force until the Scheme becomes Effective or, failing that, 24 months after the date of the confidentiality agreement.

14. Disclosure of interests

Avingtrans does not hold any HTG Shares. Avingtrans confirms that no other holding of HTG Shares is required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

As at the close of business on 29 June 2017, being the last practicable date prior to the publication of this announcement, neither Avingtrans nor any of the Avingtrans Directors nor, so far as the Avingtrans Directors are aware, any person acting, or deemed to be acting, in concert with Avingtrans:

- had an interest in, or right to subscribe for, relevant securities of HTG;

- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of HTG;

- had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of HTG; or

- had borrowed or lent any HTG Shares.

Furthermore, no arrangement exists with Avingtrans or any person acting in concert with Avingtrans in relation to HTG Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to HTG Shares which may be an inducement to deal or refrain from dealing in such securities.

15. Publication of associated documents on websites

In accordance with Rule 26.2 of the Code, copies of the following documents will by no later than 12 noon (London time) on 3 July 2017 be published on HTG's website (http://htg.global/investor-relations/takeover-code-requirements) and Avingtrans' website (http://www.avingtrans.plc.uk/) until the end of the Offer Period:

· a copy of this announcement; and

· the irrevocable undertakings and letters of intent referred to above at paragraph 7 and in Appendix 3.

Enquiries:

Avingtrans plc +44 (0)135 469 2391

Steve McQuillan, CEO

Stephen King, CFO

Hayward Tyler Group plc +44 (0)1582 731 144

Ewan Lloyd-Baker, CEO

Nicholas Flanagan, CFO

Nplus1 Singer Advisory LLP +44 (0)20 7496 3000

(Financial adviser, NOMAD and Broker to Avingtrans)

Shaun Dobson

Richard Lindley

Lauren Kettle

Akur Limited +44 (0)20 7493 3631

(Joint financial adviser and Rule 3 adviser to HTG)

David Shapton

Siobhan Sergeant

finnCap Limited +44 (0)20 7220 0500

(Joint financial adviser, NOMAD and Broker to HTG)

Matt Goode / Emily Watts - Corporate Finance

Tim Redfern / Tony Quirke - Corporate Broking

Disclaimers

IMPORTANT NOTES

Publication of certain documents in connection with the Acquisition

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the purposes of complying with English law, the Code, the Rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of HTG Shareholders who hold their shares in certificated form) the relevant Forms of Proxy, will be posted to HTG Shareholders (and, for information only, to HTG Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

It is expected that the Admission Document (including notice of the Avingtrans General Meeting) will be posted to Avingtrans Shareholders as soon as is reasonably practicable.

Those documents will be also made available at the same time on Avingtrans' website at http://www.avingtrans.plc.uk and on HTG's website at http://htg.global/investor-relations/takeover-code-requirements. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. HTG urges HTG Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Avingtrans urges Avingtrans Shareholders to read the Admission Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition. Any vote by Avingtrans Shareholders in respect of the Acquisition or other response in relation to the Acquisition should be made only on the basis of the information contained in the Admission Document.

Overseas jurisdictions

Notice to US investors

The Acquisition relates to the shares of an Isle of Man company and is to be made by means of a scheme of arrangement provided for under the laws of the Isle and Man. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. The Acquisition is subject to the disclosure requirements and practices applicable in the Isle of Man to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Avingtrans exercises its right to implement the Acquisition by means of an Offer, such Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Cautionary note regarding forward looking statements

No profit forecasts or estimates

Disclosure requirements of the Takeover Code

Publication of this announcement and availability of hard copies

HTG Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Scheme should be in hard copy form.

The Scheme is subject to the provisions of the Code.

Rounding

APPENDIX 1

CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF THE

SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme

1) The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by no later than 31 August 2017, or such later date (if any) as Avingtrans and HTG may agree and (if required) the Court and the Panel may allow.

2) The Scheme is conditional upon satisfaction of the following Conditions:

a) its approval by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;

b) all resolutions necessary to approve and implement the Scheme and to amend the Articles being duly passed by the requisite majority or majorities at the HTG General Meeting;

c) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Avingtrans and HTG and approved by the Court); and

d) the delivery of a certified copy of the Scheme Court Order to the Registrar of Companies, within seven days of the making of such Order

Part B: Conditions to the Acquisition

3) Subject to Part C below, the Acquisition is also conditional upon the following Conditions, and accordingly, the necessary actions to make the Scheme effective shall not be taken unless the following Conditions have been satisfied or (where applicable) waived:

a) the passing at the Avingtrans General Meeting of such resolution or resolutions as are necessary to approve, implement and effect the Acquisition including a resolution or resolutions to approve the Acquisition and to authorise the creation and allotment of New Avingtrans Shares;

b) the London Stock Exchange having acknowledged to Avingtrans or its agent (and such acknowledgement not having been withdrawn) that the Enlarged Avingtrans Share Capital will be readmitted to trading on AIM and the New Avingtrans Shares will be admitted to trading on AIM;

c) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, professional body, association, institution, environmental body or other body or person whatsoever in any jurisdiction (each a "Relevant Authority") having decided to take, institute, implement or threaten, and there not continuing to be outstanding, any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision, or taken any other steps, that would or might (in a manner or to an extent which is material in the context of the Avingtrans Group or the Hayward Tyler Group as the case may be):

i) make the Scheme or the acquisition or the proposed acquisition of any HTG Shares or other securities in, or control or management of, HTG or any other member of the Hayward Tyler Group or the carrying on by any member of the Hayward Tyler Group of its business void, unenforceable or illegal or directly or indirectly restrict, prohibit, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the acquisition or the proposed acquisition of any HTG Shares or other securities in, or control or management of, HTG or any other member of the Hayward Tyler Group or the carrying on by any member of the Hayward Tyler Group of its business;

ii) require, prevent or delay a divestiture by any member of the Wider Avingtrans Group of any HTG Shares;

iii) require, prevent or delay the divestiture or alter the terms of any proposed divestiture by any member of the Wider Avingtrans Group or by any member of the Wider Hayward Tyler Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or to own all or any portion of their respective assets or property;

iv) impose any limitation on or result in a delay in the ability of any member of the Wider Avingtrans Group or of any member of the Wider Hayward Tyler Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or the equivalent in the Wider Avingtrans Group or of any member of the Wider Hayward Tyler Group respectively or to exercise management control over any such member;

v) require any member of the Avingtrans Group or any member of the Wider Hayward Tyler Group to offer to acquire directly or indirectly any shares or other securities in any member of the Wider Hayward Tyler Group owned by any third party;

vi) affect adversely the assets, business, profits, financial or trading position or prospects of any member of the Wider Avingtrans Group or any member of the Wider Hayward Tyler Group to an extent which is material in the context respectively of the Wider Hayward Tyler Group or the Wider Avingtrans Group;

vii) result in any member of the Wider Hayward Tyler Group or any member of the Wider Avingtrans Group ceasing to be able to carry on business under any name under which it presently carries on business;

viii) otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise to a material extent interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, HTG or any member of the Hayward Tyler Group; or

ix) impose any material limitation on the ability of any member of the Wider Avingtrans Group or of any member of the Wider Hayward Tyler Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Avingtrans Group and/or the Wider Hayward Tyler Group to an extent which is material in the context respectively of the Wider Hayward Tyler Group or the Wider Avingtrans Group;

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, implement, threaten or institute any such action, proceedings, suit, investigation, enquiry or reference under the laws of any jurisdiction having expired, lapsed or been terminated;

d) all necessary filings, notifications or applications having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with or obtained, in each case in respect of the Scheme or the acquisition or the proposed acquisition of any HTG Shares or other securities in, or control or management of, HTG or any other member of the Hayward Tyler Group or the carrying on by any member of the Hayward Tyler Group of its business;

e) all authorisations, orders, grants, recognitions, confirmations, consents, clearances, licences, permissions, exemptions and approvals ("Authorisations") necessary or appropriate or required for or in respect of the Scheme or the acquisition or the proposed acquisition of any HTG Shares or other securities in, or control or management of, HTG or any other member of the Hayward Tyler Group or to carry on the business of any member of the Hayward Tyler Group or Avingtrans having been obtained, in terms and in a form satisfactory to Avingtrans, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the Hayward Tyler Group or Avingtrans has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

f) save as Disclosed to Avingtrans, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Hayward Tyler Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject and which, in consequence of the Scheme or the Offer or the acquisition or proposed acquisition of any HTG Shares or other securities in, or control or management of, HTG or any other member of the Hayward Tyler Group, or the issuance or proposed issuance of New Avingtrans Shares to Scheme Shareholders, or otherwise, could or might result in, or might reasonably be expected to result in:

i) any monies borrowed by, or any other indebtedness (actual or contingent) of any such member of the Hayward Tyler Group, which is material in the context of the Hayward Tyler Group, being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, arrangement, licence, permit or other instrument, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

ii) the interests or business of any member of the Hayward Tyler Group in or with any other person, firm, company or body (or any arrangements relating to such interests or business) being terminated, modified or adversely affected, which is material in the context of the Hayward Tyler Group;

iii) any material assets of any member of the Hayward Tyler Group being or falling to be disposed of or charged in any manner howsoever or any right arising under which any such asset or interest could be required to be disposed of or charged in any manner howsoever;

iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Hayward Tyler Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

v) any such agreement, arrangement, licence, permit or other instrument, or the rights, liabilities, obligations or interests of any member of the Hayward Tyler Group thereunder, being, or becoming capable of being, terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder, which is material in the context of the Hayward Tyler Group;

vi) any liability of any member of the Hayward Tyler Group to make any severance, termination, bonus or other payment to any of its directors or other officers, which is material in the context of the Hayward Tyler Group;

vii) the rights, liabilities, obligations, interests or business of any member of the Hayward Tyler Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Hayward Tyler Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected in a manner that is materially adverse to the Hayward Tyler Group as a whole;

viii) any member of the Hayward Tyler Group ceasing to be able to carry on business under any name under which it presently carries on business;

ix) the value of, or the financial or trading position or prospects of, any member of the Hayward Tyler Group being prejudiced or adversely affected, which is material in the context of the Hayward Tyler Group; or

x) the creation or acceleration of any liability (actual or contingent) by any member of the Hayward Tyler Group other than trade creditors or other liabilities incurred in the ordinary course of business;

and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit or other instrument to which any member of the Hayward Tyler Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(f)(i) to (x);

g) no member of the Hayward Tyler Group having since 31 March 2017, save as Disclosed to Avingtrans:

i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of, HTG Shares out of treasury;

ii) recommended, declared, paid or made or proposed to declare, pay or make any bonus issue, dividend or other distribution in respect of the share capital of HTG;

iii) merged with any body corporate or implemented, effected, authorised, proposed or announced any intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, partnership, joint venture, scheme, commitment, acquisition, disposal, transfer, mortgage or charge of or granting of any security over assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

iv) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;

v) issued, authorised or proposed or announced an intention to authorise or propose the issue of any debentures or made any change in or to the terms of any debentures or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Hayward Tyler Group taken as a whole;

vi) entered into, varied or authorised any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or could reasonably be expected to be materially restrictive or onerous on the business of any member of the Hayward Tyler Group and which is material in the context of the Hayward Tyler Group taken as a whole;

vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Hayward Tyler Group;

viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution or defined benefit pension scheme) relating to the employment or termination of employment of any employee of the Hayward Tyler Group;

ix) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

xi) (other than in connection with the Scheme) made any alteration to its memorandum or articles of association;

xii) waived or compromised or settled any claim in respect of the Hayward Tyler Group which is material in the context of the Hayward Tyler Group taken as a whole; or

xiii) entered into any contract, commitment or agreement to, or passed any resolution with respect to, or announced any intention to, or to propose to, effect any of the transactions or events referred to in this paragraph;

h) since 31 March 2017, and save as Disclosed to Avingtrans:

i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Hayward Tyler Group which in any such case is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole;

ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Hayward Tyler Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted or remaining outstanding in respect of any member of the Hayward Tyler Group and which in any such case is likely to adversely affect any member of the Hayward Tyler Group to an extent which is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole;

iii) no enquiry or investigation by, or complaint or reference to, any Relevant Authority having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Hayward Tyler Group which is, or which might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole; or

iv) no contingent or other liability having arisen or been incurred or become apparent or increased which is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole;

i) save as Disclosed to Avingtrans, Avingtrans not having discovered:

i) that any financial or business or other information concerning the Wider Hayward Tyler Group disclosed at any time, whether publicly or otherwise, by or on behalf of any member of the Hayward Tyler Group, to Avingtrans or its advisers is misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which is, or might reasonably be expected to be, material in the context of the Wider Hayward Tyler Group taken as a whole;

ii) that any partnership, company or other entity in which any member of the Hayward Tyler Group has an interest and which is not a subsidiary undertaking of HTG is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the Hayward Tyler Group taken as a whole; or

iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Hayward Tyler Group to an extent which is material in the context of the Hayward Tyler Group taken as a whole;

iv) any past or present member of the Hayward Tyler Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority or all contractual provisions relating in each case to the protection of the environment or planning or health and safety including those relating to the storage, carriage, disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health which noncompliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Hayward Tyler Group or Avingtrans which is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole or Avingtrans (as appropriate);

v) there has been a disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land, or other asset, owned, occupied, managed or made use of at any time by any past or present member of the Hayward Tyler Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Hayward Tyler Group or the Wider Avingtrans Group which in any such case is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole;

vi) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Hayward Tyler Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction which in any such case is, or might reasonably be expected to be, material in the context of the Hayward Tyler Group taken as a whole; or

vii) any member of the Hayward Tyler Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

j) since 31 May 2017, and save as Disclosed to HTG:

i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Avingtrans Group which in any such case is, or might reasonably be expected to be, material in the context of the Avingtrans Group taken as a whole;

ii) HTG not having discovered that any financial or business or other information concerning the Avingtrans Group disclosed at any time, whether publicly or otherwise, by or on behalf of any member of the Avingtrans Group, to HTG or its advisers is misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which is, or might reasonably be expected to be, material in the context of the Wider Avingtrans Group taken as a whole;

iii) HTG not having discovered any information which affects the import of any information disclosed at any time by or on behalf of any member of the Avingtrans Group to an extent which is material in the context of the Avingtrans Group taken as a whole;

iv) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Avingtrans Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted or remaining outstanding in respect of any member of the Avingtrans Group and which in any such case is likely to adversely affect any member of the Avingtrans Group to an extent which is, or might reasonably be expected to be, material in the context of the Avingtrans Group taken as a whole;

v) HTG not having discovered that any partnership, company or other entity in which any member of the Avingtrans Group has an interest and which is not a subsidiary undertaking of Avingtrans is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the Avingtrans Group taken as a whole.

Part C: Certain further terms of the Scheme and the Acquisition

1) If Avingtrans is required by the Panel to make an offer for Scheme Shares under the provisions of Rule 9 of the Takeover Code, Avingtrans may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

2) Conditions 3 (c) to (j) (inclusive) must be fulfilled or waived by no later than 11.59 p.m. on the date immediately preceding the Scheme Court Hearing, failing which the Scheme will lapse. To the extent permitted by law and subject to the requirements of the Takeover Panel, Avingtrans reserves the right to waive all or any of Conditions 3 (c) to (i) in whole or in part and HTG reserves the right to waive Condition 3 (j) in whole or in part. Neither Avingtrans nor HTG (as the case may be) shall be under any obligation to waive or to treat as fulfilled any of Conditions 3 (c) to (i) (inclusive) (in the case of Avingtrans) or 3(j) (in the case of HTG) before 11.59 p.m. on the date immediately preceding the Scheme Court Hearing, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

4) The availability of the New Avingtrans Shares to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

5) The New Avingtrans Shares to be issued under the Scheme will be issued credited as fully paid and will rank in full for all dividends and other distributions, if any, declared, made or paid after the Effective Date and otherwise shall rank pari passu with the issued ordinary shares in Avingtrans.

6) Fractions of New Avingtrans Shares will not be allotted or issued to Scheme Shareholders and the entitlements of Scheme Shareholders will be rounded up to the nearest whole number of New Avingtrans Shares.

7) The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the any Restricted Jurisdiction.

8) HTG Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

9) Under Rule 13.5 of the Takeover Code, Avingtrans may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Avingtrans in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2, 3(a) and 3(b) are not subject to this provision of the Takeover Code.

10) Under Rule 13.6 of the Takeover Code, HTG may not invoke or cause or permit Avingtrans to invoke any condition to the Offer unless the circumstances which give rise to the right to invoke the condition are of material significance to the HTG Shareholders in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2, 3(a) and 3(b) are not subject to this provision of the Takeover Code.

11) The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this announcement. The Scheme will be implemented in accordance with applicable Isle of Man law and will be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange (including the AIM Rules).

APPENDIX 2

SOURCES AND BASES OF CALCULATION

Unless otherwise stated in this announcement:

1. financial information relating to Avingtrans has been extracted from the consolidated audited annual report and accounts of Avingtrans for the year ended 31 May 2016 and the interim results as announced on 17 February 2017;

2. financial information relating to HTG has been extracted from the unaudited results of HTG for the year ended 31 March 2017, as announced on 30 June 2017;

3. the Offer value is calculated on the basis of the issued share capital of HTG as at the date of this announcement being 54,840,738 HTG Shares (being the number of HTG Shares in issue less the Restricted Shares);

4. the share price for Avingtrans Shares for the calculation of the terms of the Acquisition is derived from the 30 day volume weighted average price on 29 June 2017, being the last Business Day prior to this announcement;

5. all share prices for HTG Shares are derived from the information published by the London Stock Exchange and, unless otherwise stated, represent Closing Prices on the relevant date(s);

6. all share prices for Avingtrans Shares are derived from the information published by the London Stock Exchange and, unless otherwise stated, represent Closing Prices on the relevant date(s); and

7. all share prices expressed in pence or pounds Sterling have been rounded to the nearest tenth of a penny and all percentages have been rounded to the nearest one decimal place.

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

HTG Directors, connected parties and institutional/other shareholders

Irrevocable undertakings

The following holders of HTG Shares have, on the basis set out below, given irrevocable undertakings to Avingtrans to vote (or procure the vote) in favour of the Scheme and the Court Meeting and the Resolutions to be proposed at the HTG General Meeting.

Name of HTG Shareholder	Number of HTG Shares	Percentage of HTG issued share capital
Ewan Lloyd-Baker	4,233,959	7.6%
Nick Flanagan	384,333	0.7%
John May	41,963	0.1%
Harwood Capital	9,000,000	16.2%
Richard Sneller & Heather Sneller	3,679,999	6.6%
Total	17,340,254	31.3%

All of the irrevocable undertakings above:

(i) will cease to be binding if the Scheme lapses or is withdrawn; and

(ii) will lapse if:

a. the Press announcement (as defined in the undertakings, copies of which are published on HTG's website) is not released by 5.00pm on 30 June 2017 (or such later date as Avingtrans and the Company may, with the consent of the Panel, agree);

b. the Scheme Document (or the Offer Document, as the case may be) and appropriate form(s) of acceptance are not posted by 5.00 p.m. on 28 July 2017;

c. the Scheme does not become fully and unconditionally effective and implemented by 14 September 2017; and

d. in respect of the irrevocable undertakings given by Harwood Capital and Richard and Heather Sneller, prior to the Effective Date, there is a competing offer in respect of the irrevocable undertaking which represents an improvement of 10 per cent. or more on the value of the consideration of the Scheme and the offer is not matched or improved upon by Avingtrans within five business days of the alternative offer being made.

Letters of intent

The following holders or controllers of HTG Shares have given non-binding letters of intent to Avingtrans to vote (or procure the vote) in favour of the Scheme:

Name of HTG Shareholder	Number of HTG Shares	Percentage of HTG issued share capital
Henderson Global Investors	3,609,538	6.5%
Columbia Threadneadle Investments	2,891,811	5.2%
Total	6,501,349	11.7%

Avingtrans Directors, connected parties and institutional shareholders

The following holders of Avingtrans Shares have, on the basis set out below, given irrevocable undertakings to Avingtrans and HTG to vote (or procure the vote) in favour of the resolutions to be proposed at the Avingtrans General Meeting.

Name of Avingtrans Shareholder	Number of Avingtrans Shares	Percentage of Avingtrans issued share capital
Roger McDowell	1,406,409	7.3%
Steve McQuillan	6,769	0.0%
Sheena McQuillan	218,231	1.1%
Helen King	180,248	0.9%
Graham Thornton	20,000	0.1%
Nigel Wray	3,019,553	15.8%
Phillip John McDowell	1,213,205	6.3%
Total	6,064,415	31.7%

All of the irrevocable undertakings will be of no further force or effect if the Avingtrans General Meeting is not held by 12 September 2017.

APPENDIX 4

DEFINITIONS

In this announcement the following words and expressions have the following meaning, unless the context requires otherwise:

"Acquisition"

the proposed acquisition by Avingtrans of the entire issued and to be issued ordinary share capital of HTG (not already held by or on behalf of Avingtrans) pursuant to the Scheme

"Act" or "Companies Act"

the Companies Act 2006 of the Isle of Man (as amended or re-enacted)

"Admission"

the admission of the Enlarged Avingtrans Share Capital (and consequently the Enlarged Group) to AIM

"Admission Document"

the admission document, relating to the approval of the Acquisition, the issue of New Avingtrans Shares and Admission, to be published and sent to Avingtrans Shareholders

"AIM"

the AIM Market of the London Stock Exchange

"AIM Rules"

the rules applicable to companies governing their admission to AIM, and following admission their continuing obligations to AIM, as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time

"Akur"

"Articles"

Akur Limited, a company incorporated in England and Wales with registered number 07366922, which is acting as financial adviser to HTG

the articles of association of HTG

"Avingtrans"

Avingtrans PLC (incorporated in England and Wales under the Companies Act 1985 with registered number 01968354), whose registered office is at Chatteris Business Park, Honeysome Road, Cambridgeshire PE16 6SA

"Avingtrans Board" or " Avingtrans Directors"

the board of directors of Avingtrans and "Avingtrans Director" means any member of the Avingtrans Board

"Avingtrans General Meeting"

the general meeting of Avingtrans to be convened in connection with the Acquisition, notice of which will be set out in the Admission Document, including any adjournment thereof

"Avingtrans Group"

Avingtrans, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them, but not including the Hayward Tyler Group

"Avingtrans Shareholders"

holders of Avingtrans Shares

"Avingtrans Shares"

the ordinary shares of 5 pence each in the capital of Avingtrans

"Business Day"

a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London and the Isle of Man

"certificated" or in "certificated form"

where a share or other security is not in uncertificated form (that is, not in CREST)

"Closing Price"

the closing middle market quotation of an Avingtrans Share or a HTG Share as derived from the information published by the London Stock Exchange

"Code" or "Takeover Code"

the City Code on Takeovers and Mergers, issued by the Panel

"Conditions"

the conditions to the Acquisition (including the Scheme) which are set out in Appendix 1 of this announcement

"Consideration"

the consideration due to a Scheme Shareholder from Avingtrans under the Scheme in connection with the transfer of Scheme Shares (other than the Restricted Shares)

"Court"

the High Court of the Isle of Man

"Court Meeting"

the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court under section 175(4) of the Act and to be held for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment), and any adjournment of such meeting

"CREST"

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

"Dealing Disclosure"

the announcement concerning dealings in relevant securities of any party to the Acquisition required for the purposes of Rule 8 of the Code

"Disclosed to Avingtrans"

(i) disclosed via a Regulatory Information Service at or before 5.30 p.m. on 29 June 2017 by or on behalf of HTG; (ii) fairly disclosed by or on behalf of HTG in documents made available to Avingtrans or its advisers at or before 5.30 p.m. on 29 June 2017; or (iii) fairly disclosed in the preliminary results of HTG for the financial year ended 31 March 2017

"Disclosed to HTG"

(i) disclosed via a Regulatory Information Service at or before 5.30 p.m. on 29 June 2017 by or on behalf of Avingtrans; (ii) fairly disclosed by or on behalf of Avingtrans in documents made available to HTG or its advisers at or before 5.30 p.m. on 29 June 2017; or (iii) fairly disclosed in the annual report and accounts of Avingtrans for the financial year ended 31 May 2016

"Effective"

in the context of the Acquisition:

(i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or

(ii) if the Acquisition is implemented by way of an Offer, the Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code

"Effective Date"

the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration and if so ordered by the Court, registered by him and, accordingly, the Scheme becomes effective in accordance with its terms

"Enlarged Group"

the combined businesses of the Avingtrans Group and the Hayward Tyler Group following the completion of the Acquisition

"Enlarged Avingtrans Share Capital"

the existing Avingtrans Shares and the New Avingtrans Shares

"Exchange Act"

the US Securities Exchange Act 1934, as amended

"FCA"

the UK Financial Conduct Authority

"Forms of Proxy"

as the context may require, either or both of (i) the pink form of proxy for use at the Court Meeting, and (ii) the white form of proxy for use at the HTG General Meeting, each of which accompanies the Scheme Document

"IFRS"

International Financial Reporting Standards as adopted by the European Union

"Hayward Tyler Group"

HTG and its subsidiaries and, where the context so permits, each of them

"HTG"

Hayward Tyler Group PLC (incorporated in the Isle of Man under the Companies Act 2006 with registered number 010648V), whose registered office is at Burleigh Manor, Peel Road, Isle of Man IM1 5EP

"HTG Board" or "HTG Directors"

the board of directors of HTG and "HTG Director" means any member of the HTG Board

"HTG CSOP"

HTG's company share option plan

"HTG General Meeting"

the general meeting of HTG Shareholders, convened in connection with the scheme to consider and, if thought fit, to alter the Articles and such other matters as may be necessary to implement the Scheme, notice of which will be set out in the Scheme Document, including any adjournment thereof

"HTG LTIP"

HTG's long term incentive plan

"HTG Shares"

the ordinary shares of 1 penny each in the capital of HTG

"HTG Share Schemes"

HTG LTIP and HTG CSOP

"HTG Shareholders"

holders of HTG Shares

"London Stock Exchange"

London Stock Exchange plc

"Meetings"

the Court Meeting and the HTG General Meeting and "Meeting" means either of them

"members"

unless the context otherwise requires, members of HTG on the register of members at any relevant date

"N+1 Singer"

Nplus1 Singer Advisory LLP, a limited liability partnership incorporated in England and Wales with registered number OC364131 which is acting as nominated adviser (as defined in the AIM Rules) and financial adviser to HTG

"New Avingtrans Shares"

the new Avingtrans Shares to be issued pursuant to the Scheme

"Offer"

a general offer to be made by or on behalf of Avingtrans for the entire issued and to be issued share capital of HTG (not already held by or on behalf of Avingtrans) and, where the context so requires, any revision, extension or variation thereof

"Offer Period"

the period commencing on 31 March 2017 and ending in accordance with the rules of the Code

"Opening Position Disclosure"

the announcement required for the purposes of Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition if the person concerned has such a position

"Panel"

the UK Panel on Takeovers and Mergers

"pounds", "£", "p" or "Sterling"

the lawful currency of the United Kingdom

"Registrar of Companies"

the Registrar of Companies within the meaning of the Act

"Regulatory Information Service"

one of the regulatory information services authorised by the London Stock Exchange to receive, process and disseminate regulatory information in respect of companies trading on AIM

"Resolutions"

the resolutions to be proposed at the HTG General Meeting

"Restricted Jurisdiction"

any jurisdiction where Avingtrans is advised that a relevant action would violate the law and/or regulations of that jurisdiction or would result in a requirement to comply with any other governmental or other consent or any registration, filing or other formality which Avingtrans, in its absolute discretion, regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction

"Restricted Overseas Person"

a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Avingtrans reasonably believes to be in, or resident in, a Restricted Jurisdiction (or any custodian, nominee or trustee for such person)

"Restricted Shares"

544,118 HTG Shares that were issued to Ewan Lloyd-Baker as 'restricted shares' pursuant to the HTG LTIP

"Scheme"

the scheme of arrangement proposed to be made under Part X of the Act between HTG and the Scheme Shareholders to implement the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by HTG and Avingtrans

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme

"Scheme Court Order"

the order of the Court sanctioning the Scheme under section 157(5) of the Act

"Scheme Document"

the document to be sent by HTG to the HTG Shareholders, of which the Scheme forms part

"Scheme Record Time"

the time and date specified in the Scheme Document expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date

"Scheme Shareholders"

holders of Scheme Shares

"Scheme Shares"

HTG Shares:

(i) in issue at the date of the Scheme Document;

(ii) issued after the date of the Scheme Document, but before the Voting Record Time; and

(iii) issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme;

excluding any HTG Shares registered in the name of or beneficially owned by any member of the Wider Avingtrans Group

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"UK GAAP"

generally accepted accounting principles in the United Kingdom

"uncertificated" or in "uncertificated form"

in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

"Voting Record Time"

6.00 p.m. on the day which is two Business Days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.00 p.m. on the day which is two Business Days before the date of such adjourned meeting

"Wider Avingtrans Group"

Avingtrans and its subsidiary undertakings, associated undertakings and any other undertaking in which Avingtrans and/or such undertakings (aggregating their interests) have a direct or indirect interest in 10 per cent. or more of the equity share capital (as defined in the Act)

"Wider Hayward Tyler Group"

HTG and its subsidiary undertakings, associated undertakings and any other undertaking in which HTG and/or such undertakings (aggregating their interests) have a direct or indirect interest in 10 per cent. or more of the equity share capital (as defined in the Act)

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFEAKKEDEDXEEF

Companies

Avingtrans (AVG)

Friday, 15th November 2024

COMPANIES COVERED:

TTG LAND SOLI

M&A activity sees TT Electronics share price jump after Volex goes public with unsolicited approach, Solid State slips off news of order delay and Land Securities tops FTSE-100 in wake of earnings update.

Full Archive

UK 100

Latest directors dealings

2 hours ago Urban Logistics Reit
2 hours ago Ocado Group
2 hours ago AJ Bell
2 hours ago Foresight Enterprise VCT
2 hours ago Mitie Group

All directors dealings today