GYG.L Regulatory News (GYG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 20 August 2021

GYG plc ("GYG" or the "Company")

Extension of deadline under Rule 2.6(c) of the Code

On 9 April 2021, Harwood Capital LLP ("Harwood Capital" or "Harwood"), one of the Company's major shareholders, announced that it was in the preliminary stages of evaluating a possible offer for the entire issued and to be issued share capital of the Company (the "Possible Offer").

The put-up or shut-up deadline prescribed by Rule 2.6(c) of the Code was originally 7 May 2021. The deadline has subsequently been extended four times and, on the most recent occasion, to 20 August 2021. Within Harwood's 9 April 2021 announcement, Harwood stated that it was evaluating a possible offer at a Possible Offer price of 92.5 pence per ordinary share in cash, expected to include an unlisted securities alternative. 

Further to the Company's financial and trading update of 28 July 2021, including details of a short term loan of €3.0m, on 29 July 2021, Harwood informed the Board of GYG (the "Board") that it was minded to reduce the cash consideration payable under any offer made under Rule 2.7 of the Code to 70 pence per ordinary share of £0.002 each in the capital of GYG, with such offer conditional upon, inter alia, satisfactory resolution of the previously notified Nobiskrug Shipyard administration situation, including payment of amounts owed to the Company.

On 6 August 2021, Harwood was informed that, if any offer was forthcoming at 70 pence per ordinary share, it would be unanimously rejected by the Board. Harwood has subsequently proposed the inclusion of a mechanism by way of a contingent value right ("CVR") whereby GYG shareholders could potentially receive additional value predicated, inter alia, on a future exit event occurring, the precise terms of such CVR instrument to be agreed between the parties.

The Board is evaluating the merits of Harwood Capital's revised proposal to introduce a CVR instrument and, in parallel, is now making progress towards a resolution to the Nobiskrug situation. As such, at the request of the Board and pursuant to Rule 2.6(c) of the Code, the Takeover Panel has consented to an extension of the relevant deadline of 28 calendar days.

Accordingly, Harwood Capital must, by no later than 5.00 p.m. on 17 September 2021, either announce a firm intention to make an offer for GYG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended further with the consent of the Takeover Panel, at the Company's request, in accordance with Rule 2.6(c) of the Code.

It is emphasised that under the terms of its announcement of 9 April 2021, Harwood Capital may only make an offer at a value below 92.5 pence per ordinary share under the following circumstances:

a) with the agreement and recommendation of the board of directors of GYG; and/or

b) to the extent that GYG declares, makes or pays any dividend or distribution or other payment to its shareholders, whereby a corresponding reduction would be applied; and/or

c) a third party announces a possible or firm intention to make an offer for GYG on less favourable terms.

There can be no certainty that a formal offer will be made, nor as to the final terms on which any such offer might be made. Further announcements will be made as appropriate.

This announcement is being made with the consent of Harwood Capital.

The individual responsible for releasing this announcement is Sue Steven, Group Company Secretary.

Enquiries:

Notice related to financial advisers

Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GYG and no-one else in connection with the Possible Offer and will not be responsible to anyone other than GYG for providing the protections afforded to clients of GYG or for providing advice in relation to the Possible Offer or any other matter referred to in this announcement.

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 securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.gygplc.com, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.