# GYG plc confirms it received a possible offer from Harwood Capital

- Link: https://www.directorstalkinterviews.com/gyg-plc-confirms-it-received-a-possible-offer-from-harwood-capital/412976215
- Published: 2021-04-12T07:05:42+01:00
- Author: Giles

The Board of **GYG plc** (LON:GYG) has noted the announcement made at 4.36pm on 
9 April 2021 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 of 92.5p in cash per ordinary share
in the capital of GYG, 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 plc 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.

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