James Halstead PLC – Statement regarding Airea Plc

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

22 May 2018

James Halstead plc

(“James Halstead” or the “Company”)

Statement regarding Airea plc (“Airea”)

No intention to bid statement

Further to the announcement of 2 May 2018, after careful consideration, the board of James Halstead confirms that it does not intend to make an offer for Airea pursuant to Rule 2.7 of the Code.

This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, James Halstead reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

(a)       with the agreement of the board of Airea;

(b)       if a third party announces a firm intention to make an offer for Airea;

(c)       if Airea announces a “whitewash” proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or

(d)     if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

Enquiries:

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for James Halstead and no one else in connection with the Possible Offer and will not be responsible to anyone other than James Halstead for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.

Publication of this announcement

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.jameshalstead.com by no later than 12 noon (London time) on 23 May 2018, being the date following the date of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of James Halstead who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of James Halstead who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Inside Information

The information contained within this announcement is deemed by James Halstead to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.