REG - Avingtrans PLC Hayward Tyler Group - Recommended Offer for Hayward Tyler Group plc <Origin Href="QuoteRef">AVG.L</Origin> <Origin Href="QuoteRef">HAYT.L</Origin> - Part 2

AvingtransAnnouncement

30/06/2017 07:36

- Part 2: For the preceding part double click  ID:nRSd7011Ja 


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 
 
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 Acquisition. 
 
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. 
 
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 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. 
 
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. 
 
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 "CompaniesAct"                        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                                                                                                                                                    

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