REG - Gamma Communications - Form 8 – Gamma Communications plc

Gamma CommunicationsAnnouncement

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RNS Number : 1827B  Gamma Communications PLC  20 April 2026

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     GAMMA COMMUNICATIONS PLC
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  GAMMA COMMUNICATIONS PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         17 APRIL 2026

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          0.25p ordinary

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     NIL     -      NIL       -
 (2) Cash-settled derivatives:                                        NIL     -      NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL     -      NIL       -
 purchase/sell:
                                                                      NIL     -      NIL       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a)    Interests held by the directors of Gamma Communications plc, their
 close relatives and related trusts

Name              No. of ordinary shares in Gamma Communications PLC  Percentage of total issued share capital (excluding share options)
 Andrew Belshaw    96,678                                              0.10%
 Martin Hellawell  8,650                                               0.01%
 Charlotta Ginman  1,000                                               0.00%
 Xavier Robert     3,000                                               0.00%
 Chris Jagusz      5,408                                               0.00%

 

 b)    Interests held as options or awards under the share plans of Gamma
 Communications plc by the directors of Gamma Communications plc and their
 close relatives and related trusts

Name            Share Plan           No. of Shares under option  Date of grant   Vesting Date   Exercise price (per share)  Expiry date
 Andrew Belshaw  2020                 6,250                       September 2020  31 March 2023  £0.0025                     September 2030

         Deferred Bonus
         2021                 3,789                       April 2021      31 March 2024  £0.0025                     April 2031

         Deferred Bonus
         2021 LTIP            8,956                       April 2021      29 April 2024  £0.0025                     April 2031
         2022                 4,665                       March 2022      31 March 2025  £0.0025                     March 2032

         Deferred Bonus
         2022 LTIP            10,787                      March 2022      25 April 2025  £0.0025                     April 2032
         2023                 9,789                       March 2023      31 March 2026  £0.0025                     March 2033

         Deferred Bonus
         2023 LTIP            21,067                      May 2023        22 May 2026    £0.0025                     May 2033
         2024 Deferred Bonus  10,035                      April 2024      31 March 2027  £0.0025                     April 2034
         2024 LTIP            61,436                      April 2024      12 April 2027  £0.0025                     April 2034
         2025 Deferred Bonus  11,086                      April 2025      31 March 2028  £0.0025                     April 2035
         2025 LTIP            77,642                      May 2025        16 May 2028    £0.0025                     May 2035
         SAYE                 1,957                       2 May 2025      1 July 2028    -                           31 December 2028

 

 c)     Shares held by the SIP Trust

Name                                  No. of ordinary shares in Gamma Communications PLC  Percentage of total issued share capital (excluding share options)
 Equiniti Share Plan Trustees Limited  16,708                                              0.02% (rounded up to two decimal places)

 

 

b)    Interests held as options or awards under the share plans of Gamma
Communications plc by the directors of Gamma Communications plc and their
close relatives and related trusts

 

 Name            Share Plan           No. of Shares under option  Date of grant   Vesting Date   Exercise price (per share)  Expiry date
 Andrew Belshaw  2020                 6,250                       September 2020  31 March 2023  £0.0025                     September 2030

                 Deferred Bonus
                 2021                 3,789                       April 2021      31 March 2024  £0.0025                     April 2031

                 Deferred Bonus
                 2021 LTIP            8,956                       April 2021      29 April 2024  £0.0025                     April 2031
                 2022                 4,665                       March 2022      31 March 2025  £0.0025                     March 2032

                 Deferred Bonus
                 2022 LTIP            10,787                      March 2022      25 April 2025  £0.0025                     April 2032
                 2023                 9,789                       March 2023      31 March 2026  £0.0025                     March 2033

                 Deferred Bonus
                 2023 LTIP            21,067                      May 2023        22 May 2026    £0.0025                     May 2033
                 2024 Deferred Bonus  10,035                      April 2024      31 March 2027  £0.0025                     April 2034
                 2024 LTIP            61,436                      April 2024      12 April 2027  £0.0025                     April 2034
                 2025 Deferred Bonus  11,086                      April 2025      31 March 2028  £0.0025                     April 2035
                 2025 LTIP            77,642                      May 2025        16 May 2028    £0.0025                     May 2035
                 SAYE                 1,957                       2 May 2025      1 July 2028    -                           31 December 2028

 

c)     Shares held by the SIP Trust

 

 Name                                  No. of ordinary shares in Gamma Communications PLC  Percentage of total issued share capital (excluding share options)
 Equiniti Share Plan Trustees Limited  16,708                                              0.02% (rounded up to two decimal places)

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 NONE

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 NONE

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  20 April 2026
 Contact name:        Rachael Matzopoulos, Company Secretary
 Telephone number:    +44 (0) 33 3006 5972

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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