REG - Gamma Communications - Transaction in Own Shares

Gamma CommunicationsAnnouncement

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RNS Number : 7841E  Gamma Communications PLC  19 May 2026

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19 May 2026
 

Gamma Communications plc

 

Transaction in Own Shares and Rule 2.9 Announcement

 

Gamma Communications plc ("Gamma" or the "Company") announces today that in
accordance with the terms of its share buyback programme announced on 13
January 2026 (the "Buyback Programme"), it has purchased the following number
of its ordinary shares of 0.25 pence each ("ordinary shares") through Investec
Bank plc ("Investec").

 

Ordinary shares

 Date of purchase:                        18 May 2026
 Number of ordinary shares purchased:     1,627
 Lowest price per share (pence):          982.00
 Highest price per share (pence):         983.50
 Weighted average price per day (pence):  982.9275

 

 The Company intends to cancel the purchased ordinary shares.

 

Following settlement of the above purchases, Gamma has purchased a total of
1,692,276 ordinary shares since the commencement of the buyback programme and
will have 92,072,075 ordinary shares in issue. There are 1,578,525 ordinary
shares held in treasury. The total voting rights in the Company are therefore
90,493,550 and this can be used by shareholders as the denominator for the
calculations by which they can determine if they are required to notify their
interest in, or change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Rule 2.9

The Company announced on 7 April 2026 that it had entered into an offer
period. The ordinary shares are relevant securities of Gamma for the purposes
of Rule 8 of The City Code on Takeovers and Mergers (the "Code"). In
accordance with Rule 2.9 of the Code, the Company confirms that it has
90,493,550 ordinary shares in issue (excluding treasury shares) as at the date
and time of this announcement. The ordinary shares are voting shares (each
such ordinary share carries one vote per ordinary share) and are admitted to
trading on the main market of the London Stock Exchange under the
International Securities Identification Number GB00BQS10J50 and the Company's
LEI number is 213800LAQZXPRIZUEH50.

 

Aggregate information:

 Venue  Volume-weighted average price (p)  Aggregated volume  Lowest price per share (p)  Highest price per share (p)
 XLON   982.9275                           1,627              982.00                      983.50

 

 

Schedule of Purchases - Individual Transactions

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No
596/2014 as it forms part of UK law, a full breakdown of the individual trades
made by Investec on behalf of the Company as part of the Programme is found
below.

 

 Date and time of each trade  Number of shares purchased  Price (pence per share)  Trading Venue  Transaction Reference Number
 18 May 2026 14:25:03         21                          983.50                   XLON           00394569576TRLO1
 18 May 2026 14:25:03         53                          983.50                   XLON           00394569575TRLO1
 18 May 2026 14:25:03         76                          983.50                   XLON           00394569583TRLO1
 18 May 2026 14:25:34         88                          983.50                   XLON           00394569670TRLO1
 18 May 2026 14:25:41         84                          983.50                   XLON           00394569692TRLO1
 18 May 2026 14:25:48         75                          983.50                   XLON           00394569696TRLO1
 18 May 2026 14:26:19         296                         982.50                   XLON           00394569770TRLO1
 18 May 2026 14:28:17         37                          982.00                   XLON           00394569950TRLO1
 18 May 2026 14:29:18         44                          983.50                   XLON           00394569981TRLO1
 18 May 2026 14:29:35         226                         983.00                   XLON           00394569986TRLO1
 18 May 2026 14:30:03         147                         982.50                   XLON           00394570010TRLO1
 18 May 2026 14:30:05         161                         982.50                   XLON           00394570045TRLO1
 18 May 2026 14:30:06         159                         982.50                   XLON           00394570046TRLO1
 18 May 2026 14:34:48         160                         983.50                   XLON           00394570359TRLO1

 

 

 Enquiries:   

 Gamma Communications plc                                      +44 (0) 33 3006 5972

 Martin Hellawell, Chair

 Andrew Belshaw, Chief Executive Officer

 Rachael Matzopoulos, Company Secretary

 Barclays Bank PLC, acting through its Investment Bank         +44 (0) 20 7623 2323

 (Lead Financial Adviser)

 Alastair Blackman / Alex Evans / Callum West / Michael Hart

 Q Advisors (Joint Financial Adviser)                          +1 720 837 3214

 Michael Quinn / Kristian MacCarter

 Investec (Joint Financial Adviser and Joint Broker)           +44 (0) 20 7597 5970

 Patrick Robb / Virginia Bull 

 Peel Hunt (Joint Financial Adviser and Joint Broker)          +44 (0) 20 7418 8900

 Neil Patel / Alice Lane / Benjamin Cryer

  
 Teneo (Financial PR Adviser)                                  +44 (0) 20 7260 2700

 James Macey White / Matt Low

  

Disclaimer

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Gamma and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than Gamma for providing the protections afforded to clients of Barclays
nor for providing advice in relation to any matter referred to in this
announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively for Gamma and
for no one else in connection with the matters set out in this announcement
and will not be responsible to any person other than Gamma for providing the
protections afforded to clients of Investec, nor for providing advice in
relation to any matter referred to in this announcement. Neither Investec 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 any person who is not a
client of Investec in connection with this announcement, any statement
contained herein or otherwise.

Peel Hunt LLP is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for Gamma and no one
else in connection with the matters set out in this announcement and will not
be responsible to anyone other than Gamma for providing the protections
afforded to clients of Peel Hunt LLP nor for providing advice in relation to
any matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Securities Exchange Act 1934 of the United States, Barclays,
Investec, Peel Hunt and its affiliates will continue to act as exempt
principal traders in Gamma securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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