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 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

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 UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

29 October 2021

Harwood Capital LLP

("Harwood Capital" or "Harwood")

Statement regarding GYG plc

Further to Harwood Capital's announcement of 9 April 2021 with respect to a possible offer for the entire issued and to be issued ordinary share capital of GYG plc ("GYG") (the "Possible Offer") and GYG's subsequent announcements, Harwood is disappointed to announce that it is no longer considering making an offer for GYG and, accordingly, has ended talks with the board of directors of GYG with regard to the Possible Offer, but Harwood wishes to take this opportunity to stress that it remains a supportive shareholder of the Company and its executive management.

Consequently, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), Harwood, and any person acting in concert with Harwood, is bound by the restrictions under Rule 2.8 of the Code save in the circumstances set out below.

Pursuant to Note 2 on Rule 2.8 of the Code, Harwood, and any person acting in concert with Harwood, reserves the right to announce an offer or make or participate in an offer or possible offer for GYG or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months from the date of this announcement in the following circumstances:

(i)    with the agreement of the board of directors of GYG;

(ii)   if any third party announces a firm intention to make an offer for GYG;

(iii)  if GYG announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

(iv)  if there has been a material change of circumstances (as determined by the Panel). 

Harwood, and any person acting in concert with Harwood, reserves the right to acquire and/or offer to acquire GYG shares or interests in GYG shares subject to and in accordance with Rule 2.8 of the Code.

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).  

Enquiries:

Important notices

Strand Hanson Limited ("Strand Hanson"), 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 matters set out in this announcement and will not be responsible to anyone other than Harwood Capital for providing the protections afforded to clients of Strand Hanson or for providing advice in connection with the content of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to anyone who is not a client of Strand Hanson in connection with this announcement, any statement contained herein or otherwise. 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to purchase or subscribe for any securities, or an offer to sell any securities or the solicitation of any vote, 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 into whose possession this announcement comes who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.