Result of Proposed Placing

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

19 November 2015

Hayward Tyler Group plc

("Hayward Tyler Group", the "Group" or the "Company")

Result of Proposed Placing

Further to the announcement released by the Company this morning at 7.00 a.m. (the "Placing Announcement"), the Company is pleased to announce that a total of 9,333,334 Placing Shares have been successfully placed at price of 90.0 pence per Placing Share by finnCap Ltd, raising gross proceeds of £8.4 million.

Ewan Lloyd-Baker, Chief Executive Officer, stated:

"We are delighted with the result of this oversubscribed fundraising and would like to take the opportunity to welcome new investors in the Company as well as thank our existing investors for their continued support. We believe that the proceeds of the placing will put the Company in a strong position going forward and we remain excited at the opportunity ahead in respect of the Peter Brotherhood business. We look forward to keeping our shareholders updated as to our next level of growth across the global energy sector whilst further cementing our position in the power, civil nuclear, oil & gas and specialty chemical markets ".

Related Party Transactions

Harwood Capital Participation

Pursuant to the Placing, Harwood Capital LLP ("Harwood") is subscribing for 1,884,945 Placing Shares. This subscription for Placing Shares will result in Harwood being interested, in aggregate, in 11,134,945 Ordinary Shares, representing approximately 20.20 per cent. of the Company's Enlarged Share Capital.

Harwood is a Substantial Shareholder under the AIM Rules and therefore the participation of Harwood in the Placing constitutes a related party transaction under Rule 13 of the AIM Rules. Accordingly, the Directors consider, having consulted with finnCap in its capacity as Nominated Adviser to the Company, that the terms of Harwood's participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.

Director Participation

Pursuant to the Placing, Maurice Critchley, Non-Executive Director of the Company is subscribing for 1,431,761 Placing Shares. This subscription for Placing Shares will result in Mr Critchley being interested, in aggregate, in 4,168,131 Ordinary Shares, representing approximately 7.56 per cent. of the Company's Enlarged Share Capital.

By virtue of Mr Critchley being a Director of the Company, his subscription for Placing Shares constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

Accordingly, the Independent Directors consider, having consulted with finnCap in its capacity as Nominated Adviser to the Company, that the terms of Mr Critchley's subscription in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.

The Circular and the Extraordinary General Meeting

A circular containing a Notice of Extraordinary General Meeting and a Form of Proxy, relating to the proposed Placing and the amendment to the Company's articles of association (the "Circular"), is to be posted shortly to Shareholders.

A notice will be set out at the end of the Circular convening the Extraordinary General Meeting to be held at the offices of Hayward Tyler Group PLC, 1 Kimpton Road, Luton, LU1 3LD on 15 December 2015 at 11.00 a.m. at which the following Resolutions will be proposed:

Resolution 1, which will be proposed as a special resolution, disapplies statutory pre-emption rights, provided that such authority shall be limited to, inter alia, the allotment of such number of new Ordinary Shares as are necessary for the Placing. Such authority shall be without prejudice to the authorities granted pursuant to the resolutions passed at the Company's annual general meeting, held earlier this year. It is considered prudent to maintain the flexibility that the authorities granted at the Company's last annual general meeting provide.

Resolution 2, which will be proposed as a special resolution, will amend regulation 50.1 of the Articles to permit extraordinary general meetings to be convened on not less than fourteen clear days' notice in writing. Currently twenty-one clear days' notice in writing is required to be given in relation to extraordinary general meetings convened for the passing of a special resolution or a resolution appointing a person as a Director. It should be noted that, if Resolution 2 is passed, twenty-one clear days' notice in writing will still be required to be given to Shareholders of all annual general meetings.

Recommendation

The Directors consider the Placing and the proposal to amend the Articles to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 7,114,230 Existing Ordinary Shares, representing approximately 15.53 per cent. of the Existing Ordinary Shares.

Defined terms used in this announcement will have the meaning set out in the Placing Announcement.

Enquiries:

Expected Timetable of Principal Events

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

Important notice

Members of the general public are not eligible to take part in the Placing. This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company or finnCap or any of their respective affiliates.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, finnCap or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.