TIDMGYG
RNS Number : 0395V
Harwood Capital LLP
09 April 2021
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 SUCH JURISDICTION .
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE . THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL
ULTIMATELY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
(WITHDRAWAL) ACT 2018 . UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN .
For immediate release
9 April 2021
Harwood Capital LLP
("Harwood Capital")
Statement re : Possible Offer for GYG plc
Harwood Capital announces that it is in the preliminary stages
of evaluating a possible offer for the entire issued and to be
issued ordinary share capital of GYG plc ("GYG") (the "Possible
Offer"). The Possible Offer price under consideration is 92.5 pence
per ordinary share of GBP0.002 each in the capital of GYG
("Ordinary Shares") in cash, which is currently expected to include
an unlisted securities alternative.
The Possible Offer price represents a premium of approximately
:
-- 10.78 per cent . to the closing middle market price of 83.5
pence per Ordinary Share on 8 April 2021, being the latest
practicable date prior to this announcement; and
-- 28.85 per cent . to the volume weighted average price of
71.79 pence per Ordinary Share over the six month period ended on
and including 8 April 2021, being the latest practicable date prior
to this announcement.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the Code and there can be no certainty that
an offer for GYG will be made.
Client funds managed and/or advised by Harwood Capital or
members of its group currently hold, in aggregate, 9,610,000
Ordinary Shares representing approximately 20.62 per cent. of GYG's
existing issued ordinary share capital (excluding treasury
shares).
In addition, Harwood Capital has received a letter of intent to
accept (or procure acceptance of) or vote (or instruct the vote) in
favour of the Possible Offer, if made, from GYG's largest
institutional shareholder, Lombard Odier Asset Management (Europe)
Limited ("Lombard Odier"), in respect of 12,535,550 Ordinary
Shares, representing approximately 26.89 per cent. of the existing
issued ordinary share capital of GYG (excluding treasury
shares).
A ccordingly, Harwood Capital advises and/or controls and has
obtained a letter of intent over, in aggregate, 22,145,550 Ordinary
Shares, representing approximately 47.51 per cent . of GYG's
existing issued share capital (excluding treasury shares).
Harwood Capital reserves the right to introduce other forms
and/or vary the form of the proposed consideration.
In addition, Harwood Capital reserves the right to make an offer
at any time, at a value below 92.5 pence for each Ordinary Share,
under the following circumstances:
a) with the agreement and recommendation of the GYG board of directors; 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.
As a consequence of this announcement, an 'Offer Period' has now
commenced in respect of GYG in accordance with the rules of the
Code. The attention of GYG's shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
In accordance with Rule 2.6(a) of the Code, Harwood Capital
acknowledges that it must, by not later than 5.00 p.m. on 7 May
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, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Panel on
Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c)
of the Code.
A further announcement will be made in due course as and when
appropriate.
Enquiries :
Harwood Capital LLP Tel: +44 (0) 207 640
Christopher Mills, Chief Investment Officer 3200
Tim Sturm, Partner
Harry Mills, Partner
Strand Hanson Limited Tel: +44 (0) 207 409
(Financial Adviser to Harwood Capital LLP) 3494
Stuart Faulkner
Matthew Chandler
James Dance
Important notices
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Harwood Capital and no one else
in connection with the Possible Offer and will not be responsible
to anyone other than Harwood Capital for providing the protections
afforded to its clients or for providing advice in connection with
the Possible Offer or any other matter referred to herein.
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The release, distribution
or publication of this announcement in jurisdictions other than the
UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any applicable
requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 per cent. 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,
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.
The defined terms used in this section "Disclosure requirements
of the Code" are defined in the Code which can be found on the
Takeover Panel's website.
Website disclosure
A copy of this announcement and the letter of intent received
from Lombard Odier will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Harwood Capital's website at
www.harwoodcapital.co.uk by no later than 12.00 noon (London time)
on 12 April 2021. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
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