Hamworthy Plc : Results of the Court Meeting and the Hamworthy GM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Press Release

9 January 2012

Hamworthy plc

("Hamworthy" or the "Group")

Recommended Acquisition of Hamworthy plc ("Hamworthy") by Wärtsilä Technology Oy Ab ("Wärtsilä"), a wholly-owned subsidiary of Wärtsilä Corporation (The "Acquisition")

Results of the Court Meeting and the Hamworthy General Meeting

Further to the announcement made by Hamworthy on 13 December 2011 regarding the posting of the scheme document relating to the Acquisition (the "Scheme Document"), Hamworthy announces that the Scheme relating to the Acquisition of Hamworthy by Wärtsilä was today approved at the Court Meeting and the special resolution to approve the Scheme was passed at the Hamworthy General Meeting. Unless otherwise defined, all capitalised terms shall have the meaning given to them in the Scheme Document.

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 92.75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted (either in person or by proxy), voted in favour of the special resolution to approve the Scheme. The special resolution proposed at the Court Meeting was decided on a poll vote.

Details of the votes cast were as follows:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted (%)	Number of Scheme Shareholders voting	Percentage of Scheme Shareholders voting (%)	Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%)
FOR	17,474,632	92.75%	237	92.58%	38.48%
AGAINST	1,366,295	7.25%	19	7.42%	3.01%

Accordingly, the special resolution proposed at the Court Meeting was duly passed on a poll vote.

Hamworthy General Meeting

At the Hamworthy General Meeting, the special resolution to approve the Scheme was duly passed on a poll vote.

The voting results for the special resolution were as follows:

	Number of Hamworthy Shares voted	Percentage of Hamworthy Shares voted (%)
FOR	17,447,458	92.74%
AGAINST	1,365,615	7.26%

Next Steps

Completion of the Scheme remains subject to the satisfaction of the remaining conditions set out in Part Three of the Scheme Document, including the sanction of the Scheme by the Court. The Court hearing to sanction the Scheme is expected to take place on 26 January 2012. It is expected that dealings in Hamworthy Shares will be suspended at 7.30 a.m. on 30 January 2012 and the Scheme will become Effective on 31 January 2012.

The dates stated above are indicative only. If any of the expected dates change, Hamworthy will give notice of the change by issuing an announcement through a Regulatory Information Service (as defined in the Code).

- Ends -

For further information:

Hamworthy plc
Joe Oatley, Chief Executive	Tel: [phone]
Paul Crompton, Finance Director
Graham Lockyer, Head of IR

Hawkpoint Partners Limited (Financial adviser to Hamworthy)
Christopher Kemball	Tel: [phone]
Colin Christie
Robin Stürken

Numis (Broker to Hamworthy)
Christopher Wilkinson	Tel: [phone]
Ben Stoop

Abchurch (Public relations adviser to Hamworthy)
Henry Harrison-Topham / Quincy Allan	Tel: [phone]
[e-mail]

Wärtsilä
Atte Palomäki, Group Vice President, Communications & Branding	Tel: [phone]
Pauliina Tennilä, Director, Investor Relations	Tel: [phone]

UBS Investment Bank (Financial adviser to Wärtsilä)	Tel: [phone]
Eero Ehrnrooth
Jonathan Rowley
Thomas Onions

Tulchan (Public relations adviser to Wärtsilä)
Stephen Malthouse / Martha Kelly	Tel: [phone]

Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial advisor to Hamworthy and no one else in connection with the Acquisition and will not be responsible to anyone other than Hamworthy for providing the protections afforded to customers of Hawkpoint nor for providing advice in relation to the Acquisition or any other matter referred to in this document.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hamworthy and no one else in connection with the Acquisition and will not be responsible to anyone other than Hamworthy for providing the protections afforded to the customers of Numis nor for providing advice in relation to the Acquisition or any other matter referred to in this document.

UBS, is exclusively acting for Wärtsilä and Wärtsilä Corporation and no one else in connection with the Acquisition and will not be responsible to anyone other than Wärtsilä and Wärtsilä Corporation for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition or the contents of this or any transaction or arrangement referred to herein.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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).

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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.