Possible offer by Harwood Capital LLP

DISCLAIMER NOTICE

THIS PART OF THE WEBSITE RELATES TO, AMONGST OTHER MATTERS, THE POSSIBLE OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF GYG PLC (“GYG”) BY HARWOOD CAPITAL LLP (“HARWOOD CAPITAL”) (THE “POSSIBLE OFFER”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT GYG HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE GYG WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

Please read this notice carefully; it applies to all persons who view this part of the GYG website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the GYG website contains information relating to the Possible Offer. Please note that, as the Possible Offer progresses, the information contained on this part of the GYG website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the GYG website.

For regulatory reasons, GYG must ensure that persons seeking to access this part of the GYG website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Possible Offer on this part of the GYG website, you must read the following and then press “I agree” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I disagree” and you will not be able to view any such information.

2. OVERSEAS PERSON

Viewing or distribution of the information contained in this part of the GYG website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons resident outside the United Kingdom viewing this part of the website, and into whose possession any information in this part of the website comes, must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This part of the website contains information that has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

If you are not permitted to view the information contained in this part of the GYG website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

The information relating to the Possible Offer that can be accessed via this part of the GYG website is being made available in good faith and for information purposes only and is subject to these terms and conditions.  Any person seeking access to this part of the GYG website represents and warrants to GYG that they are doing so legally and for information purposes only and they agree to be bound by the terms and conditions set out below. If you do not agree to the terms and conditions, do not access this site.

Making information relating to the Possible Offer available in electronic format on this part of the GYG website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

You should not download, mail, forward, distribute, send or show the information or documents contained on this website to any person.  In particular, you should not mail, forward, distribute or send the information or documents contained therein to any person resident or located in the United States or any jurisdiction where it would be unlawful to do so, or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which GYG regards as unduly onerous.

Neither the US Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the Possible Offer or passed upon the adequacy or accuracy of the information contained in the materials. 

GYG shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a GYG shareholder, you should take no action based on the information available on this part of the website.  Any action required by GYG shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to GYG shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents. 

The information contained in this part of the GYG website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by GYG or Harwood Capital.

4. FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the GYG website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of GYG’s or Harwood Capital’s operations.

These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of GYG about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not a guarantee of future performance and have not been reviewed by the auditors of GYG. Neither GYG, nor any of its members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the GYG website (whether as a result of new information, future events or otherwise) except as required by applicable law.

5. NOT A PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of GYG for current or future financial years will necessarily match or exceed the historical published earnings per share of GYG.

6. RESPONSIBILITY

In relation to any document, announcement or information contained in this part of the GYG website, the only responsibility accepted by the directors of GYG is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Documents included in this part of the GYG website speak only at the specified date of the relevant document and, except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, GYG has, and accepts, no responsibility or duty to update such documents.  Subject to any continuing obligations under applicable law, GYG expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the GYG website, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of GYG or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about this part of the GYG website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE GYG WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH GYG REGARDS AS UNDULY ONEROUS.  ANY PERSON SEEKING ACCESS TO THIS PART OF THE GYG WEBSITE REPRESENTS AND WARRANTS TO GYG THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

7. GOVERNING LAW

This notice shall be governed by, and interpreted in accordance with, English law.

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I represent and warrant to GYG that I intend to access this part of the GYG website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the GYG website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the GYG website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the GYG website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

If you are not able to give these confirmations, you should click on “I disagree” below.