TIDMGYG
RNS Number : 2700P
GYG PLC
15 October 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 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 .
15 October 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 six times and, on the most recent occasion, to 15 October
2021.
As the Company announced on 20 August 2021, Harwood Capital had
informed the GYG Board that, subject to the agreement and
recommendation of the GYG Board, it was minded to reduce the cash
consideration under any offer made by Harwood Capital under Rule
2.7 of the Code to 70 pence per ordinary share of GBP0.002 each in
the capital of GYG, together with a contingent value right ("CVR")
instrument, whereby GYG shareholders could potentially receive
additional value predicated, inter alia, on a future exit event
occurring, although the Board would note that the precise terms of
such CVR instrument are still to be agreed between the parties. Any
such offer is also expected to be conditional upon, inter alia,
satisfactory resolution of the previously notified Nobiskrug
Shipyard administration situation, including payment of amounts
owed to the Company.
As referenced in GYG's interim results for the six months ended
30 June 2021 announced on 30 September 2021, the Company has now
reached an agreement in principle to resolve the Nobiskrug
situation. In order to provide additional time for the Board to
progress the Nobiskrug situation to contractual resolution and
thereafter for discussions with Harwood to be concluded, 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
12 November 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 make an offer at a value below 92.5
pence per ordinary share only 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.
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 :
GYG plc via FTI Consulting
Stephen Murphy, Non-Executive Chairman +44 (0) 20 3727 1000
Remy Millott, Chief Executive Officer
Kevin McNair, Chief Financial Officer
Singer Capital Markets (Nominated
Adviser, Broker and Financial Adviser)
Sandy Fraser
Peter Steel
Tom Salvesen
Amanda Gray +44 (0)20 7496 3000
FTI Consulting
Alex Beagley
Fiona Walker
Rafaella de Freitas +44 (0) 20 3727 1000
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.
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END
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