Pre-emption Offers to Shareholders

-0.03966651.408954BR3 4TUThe London Borough of BromleyThe City of WestminsterCompanies Act 2006The City of Leeds-1.54684553.797146LS1 5AB-0.13555351.497857SW1E 6AS2013-05-022013-05-23SW1E6ASLS15ABBR34TU2013-05-202013-04-292013-05-01SW1E6ASTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk181661760494

TYMAN PLC

Countries where registered: England

(Company Number 02806007 )

OPEN OFFER OF UP TO 32,816,904 NEW ORDINARY SHARES OF 5 PENCE EACH AT 185 PENCE PER SHARE ON THE BASIS OF 23 NEW ORDINARY SHARES FOR EVERY 93 EXISTING ORDINARY SHARES

NOTICE IS HEREBY GIVEN pursuant to section 562(3) of the Companies Act 2006 (as amended) to each person registered as a holder of ordinary shares of 5 pence each (“ Ordinary Shares ”) in the capital of Tyman plc (the “ Company ”) at close of business on 29 April 2013 (the “ Record Date ”) who has no registered address within an EEA State and who has not supplied an address within an EEA State to the Company for the service of notices on him (each a “ Relevant Shareholder ”) as follows:

  • 1 This notice is given in connection with the open offer (the “ Open Offer ”) of up to 32,816,904 new Ordinary Shares (“ New Ordinary Shares ”) payable in cash at 185 pence per share, on the basis of 23 New Ordinary Shares for every 93 Existing Ordinary Shares held on the Record Date, which New Ordinary Shares, when fully paid, will rank in full for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares and otherwise pari passu in all respects with the existing Ordinary Shares.
  • 2 The following documents, being copies of the documents issued or to be issued to the holders of Ordinary Shares in connection with and constituting the Open Offer, may be inspected or (subject as provided below) obtained on personal application by or on behalf of Relevant Shareholders at Capita Registrars Limited, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including 11 a.m. on 20 May 2013:

2.1 the combined prospectus and admission document dated 1 May 2013 issued in connection with, inter alia, the Open Offer and addressed to holders of Ordinary Shares (the “ Prospectus ”); and

2.2 the application form (“ Application Form ”) in respect of the entitlements of each Relevant Shareholder to subscribe for New Ordinary Shares under the Open Offer (“ Open Offer Entitlements ”), which may only be obtained on production of evidence of entitlement and provided that if the original thereof was despatched, to such Relevant Shareholder, by post on 2 May 2013 each relevant Application Form may only be obtained if the original so despatched by post is first surrendered at the above address. If the original is not so surrendered, such Relevant Shareholder may only inspect a pro forma copy thereof.

The Prospectus and a pro forma Application Form may also be inspected free of charge at the offices of the Company at 65 Buckingham Gate, London SW1E 6AS and at the offices of Pinsent Masons LLP, 1 Park Row, Leeds LS1 5AB during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until 11.00 a.m. on 23 May 2013.

  • 3 The Open Offer is conditional upon the matters set out in the Prospectus (so far as not already satisfied or waived). The Open Offer is proposed to raise gross proceeds of approximately £73.4 million to part fund the acquisition of Truth Hardware Corporation and Atlas Holdings Company Limited (the “ Acquisition ”). The Open Offer is not conditional on completion of the Acquisition but in the event that the Open Offer proceeds but the Acquisition does not complete, the Company intends to retain the net proceeds of the Open Offer for general corporate purposes and undertaking potential alternative acquisitions.
  • 4 The New Ordinary Shares nor the Open Offer Entitlements have not been nor will be registered under any applicable securities laws of any state of the Excluded Territories (as defined in the Prospectus). Neither the New Ordinary Shares nor the Open Offer Entitlements may, subject to certain exceptions, be offered, sold, taken up, or delivered, directly or indirectly, within the Excluded Territories or their respective territories or possessions.

Relevant Shareholders’ attention is drawn to paragraph 5 of Part IX of the Prospectus relating to overseas shareholders and their ability to accept New Ordinary Shares pursuant to the Open Offer.

  • 5 This notice is not an offer or securities of sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
  • 6 If you have any queries on the procedure for acceptance and payment, you should contact the Shareholder Helpline being provided by Capita Registrars Limited on 0871 664 0300 (UK only) or +44 20 8639 3399 (if calling outside the UK). This Shareholder Helpline is available from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays). For legal reasons, the Shareholder Helpline will not be able to provide advice on the merits of the Open Offer or to provide financial, tax or investment advice. Calls from within the UK are charged at 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

By Order of the Board

Kevin O’Connell, Company Secretary, Registered Office: 65 Buckingham Gate, London SW1E 6AS

2 May 2013