TIDMGYG
RNS Number : 0593V
GYG PLC
12 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 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.
12 April 2021
GYG plc ("GYG" or "Company")
Response statement regarding announcement made by Harwood
Capital LLP ("Harwood Capital")
The Board of GYG notes the announcement made at 4.36pm on 9
April 2021 ("Announcement") by Harwood Capital, one of the
Company's major shareholders, that it is in the preliminary stages
of evaluating a possible offer for the entire issued and to be
issued share capital of the Company ("Possible Offer") of 92.5p in
cash per ordinary share in the capital of GYG ("Ordinary Share"),
such Possible Offer currently expected to include an unlisted
securities alternative. The Possible Offer price represents, as
stated in the Announcement, a premium of approximately 10.78 per
cent. to the closing middle market price of 83.5p per Ordinary
Share on 8 April 2021. The Board further notes that the Possible
Offer price also represents a premium of approximately 6.32 per
cent. to the closing middle market price of 87p per Ordinary Share
on 9 April 2021.
The Board confirms that, on 7 April 2021, Harwood Capital
verbally expressed its interest in making a possible offer for the
entire issued and to be issued share capital of the Company. The
Board also confirms that it received a preliminary, conditional
written proposal from Harwood Capital regarding the Possible Offer
("Possible Offer Letter") simultaneously with the Announcement.
The Directors note the following in relation to the Possible
Offer:
1. The Possible Offer is subject to material pre-conditions
including satisfactory completion of commercial, accounting/tax and
legal due diligence by Harwood Capital and its appointed
professional advisers on GYG, via full access to the Company's
senior management and relevant information, with this process
expected to take six weeks;
2. The letter of intent from Lombard Odier Asset Management
(Europe) Limited ("Lombard Odier") referenced within the
Announcement of the Possible Offer is not legally binding and
represents only an expression of Lombard Odier's present intention.
In particular, Lombard Odier has reserved its rights either to
change its intention or to dispose of the shares which are the
subject of the letter of intent at its absolute discretion; and
3. Due to the expected inclusion of an unlisted securities
alternative within the structure of the Possible Offer, Harwood
Capital has acknowledged within the Possible Offer Letter that,
subject to counsel's formal opinion, any firm offer made under Rule
2.7 of the Code will need to be structured by way of a Scheme of
Arrangement to avoid the requirement for the publication of a
prospectus under the Prospectus Regulation Rules of the Financial
Conduct Authority. Implementation of the Scheme of Arrangement
would require, inter alia, the approval at a duly convened court
meeting by (i) greater than 50 per cent. by number of those GYG
shareholders choosing to vote; and (ii) 75 per cent. or more of the
Ordinary Shares voted by value. The clients of Harwood Capital
which currently hold Ordinary Shares would not be entitled to vote
at the Court Meeting.
Accordingly, the Board emphasises that the announcement of the
Possible Offer does not constitute a firm intention to make an
offer under Rule 2.7 of the Code and GYG shareholders are strongly
urged to take no further action at this time.
GYG will announce its annual results for the financial year
ended 31 December 2020 on 14 April 2021 as previously advised. The
Directors welcome the opportunity to engage with independent
shareholders to appraise them fully of the current trading and
prospects for GYG. Armed with feedback from this consultation
process, the Board will meet with its advisers to consider the
unsolicited Possible Offer and will issue a further response
statement thereafter.
There can be no certainty that a firm offer will be made by
Harwood Capital, nor as to the terms on which any such offer might
be made.
This announcement is not being made with the consent of Harwood
Capital.
In accordance with Rule 2.6(a) of the Code, Harwood Capital is
required, by no later than 5.00 p.m. on 7 May 2021, either to
announce a firm intention that it will make an offer for GYG in
accordance with Rule 2.7 of the Code or to 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 may be extended with the consent of the Panel on Takeovers
and Mergers in accordance with Rule 2.6(c) of the Code.
The individual responsible for releasing this announcement is
Sue Steven, Group Company Secretary.
As a consequence of the Announcement by Harwood Capital on 9
April 2021, an 'Offer Period' has now commenced in respect of the
Company in accordance with the rules of the Code. The attention of
the Company's shareholders is drawn to the disclosure requirements
of Rule 8 of the Code, which are summarised below.
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
N+1 Singer (Nominated Adviser, Broker and Financial Adviser)
Sandy Fraser, Peter Steel, Sebastian Burke, Tom Salvesen +44 (0)20 7496 3000
FTI Consulting
Alex Beagley
Fiona Walker
Rafaella de Freitas +44 (0) 20 3727 1000
Notice related to financial advisers
N+1 Singer 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 or
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, GYG confirms that, as
of close of business on 9 April 2021 (being the last business day
prior to the release of this announcement), it had in issue
46,615,500 ordinary shares of 0.2 pence each (excluding treasury
shares). The International Securities Identification Number for the
Ordinary Shares is GB00BZ4FM652.
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