Refinancing Loan Agreement & RPT

16 December 2021

GYG plc

("GYG" or the "Company")

Refinancing Loan Agreement & Related Party Transaction

GYG (AIM: GYG), the market leading superyacht painting, supply and maintenance company, announces that it has repaid and refinanced the €3.0 million short term loan provided by North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), an associate of Harwood Capital LLP ("Harwood"), the Company's second largest shareholder), as announced on 28 July 2021 (the "Existing Loan" or "Existing Loan Agreement").

The maturity date of the Existing Loan was 31 December 2021, however, on 15 December 2021, the Company agreed terms with Harwood Capital Management Limited, an associate of Harwood, to advance a loan of €3.0 million (the "New Loan" or "New Loan Agreement"). The New Loan will be used to repay the principal sum due and the Company will also settle accrued interest in full and final settlement of the Existing Loan.

The New Loan attracts reduced interest at 8% p.a., with a maturity date of 31 March 2022. All other key terms of the New Loan Agreement remain unchanged from the Existing Loan Agreement, with the New Loan secured by way of an assignment over the outstanding invoices related to work performed by the Company for the Nobiskrug Shipyard. As before, there are no arrangement fees associated with the New Loan, which can be repaid by the Company at any time without penalty on or before its maturity date.

The Board remains confident of reaching a successful outcome in relation to the outstanding invoices related to Nobiskrug as previously notified, however, reaching a resolution has taken longer than any of the parties expected. In light of this, the Board viewed it as prudent to re-finance the Existing Loan. The Board continues to be confident that the Group can meet its working capital requirements and repay its borrowings as they fall due provided that the Nobiskrug situation is resolved before 31 March 2022.

Related party transaction

Harwood, a substantial shareholder in the Company, is also classified as a related party under the AIM Rules for Companies ("AIM Rules"). Entry into the New Loan Agreement therefore constitutes a related party transaction under the AIM Rules. Accordingly, the Directors (each of whom is considered by the Board to be independent of Harwood), consider, having consulted with Singer Capital Markets Advisory LLP, acting in its capacity as the Company's nominated adviser, that the terms of the New Loan are fair and reasonable insofar as the Company's shareholders are concerned.

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Notes to Editors:

GYG is the market leading superyacht painting, supply and maintenance company, offering services globally through operations in the Mediterranean, Northern Europe and the United States. The Company's brands include Pinmar, Pinmar Yacht Supply, and Technocraft. GYG's operations can be divided into three key sales channels:

·        Refit: repainting and finishing of superyachts, normally as part of a refit programme. Revenues also include scaffolding and containment work;

·        New Build: fairing and painting of new vessels as part of the build process; and

·        Supply: selling and delivery of maintenance materials, consumables, spare parts and equipment primarily to trade customers.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under the UK version of article 7 of the Market Abuse Regulation (EU) No. 596/2014.