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 3
30/06/2017 07:41
- Part 3: For the preceding part double click ID:nRSd7011Jb
"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
"AvingtransGeneral 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
"AvingtransShareholders" 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 "TakeoverCode" 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)
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