REG - Gamma Communications - Response to speculation

Gamma CommunicationsAnnouncement

07/04/2026 18:15

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RNS Number : 5330Z  Gamma Communications PLC  07 April 2026

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 OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE 'CODE') AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED
REGULATION (EU) NO. 596/2014, WHICH IS PART OF THE LAWS OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)

 

FOR IMMEDIATE RELEASE

 

7 April 2026

 

GAMMA COMMUNICATIONS PLC ("GAMMA" OR THE "COMPANY")

Response to speculation regarding Gamma

 

The Board of Gamma ("Gamma" or the "Company") notes the recent press
speculation and confirms that it is in preliminary discussions with a number
of interested counterparties (the "Potential Offerors") with a view to
establishing whether such Potential Offerors might be willing to put forward a
proposal that would deliver greater value to shareholders than pursuing a
standalone independent strategy.

Discussions with the Potential Offerors are at an early stage and as such,
there can be no certainty that an offer will be made for the Company, nor as
to the terms on which any such offer might be made.

The Executive of the Panel on Takeovers and Mergers has granted a dispensation
from the requirements of Rules 2.4(a) and 2.4(b) of the Code, such that the
Company is not required to identify in this announcement any of the Potential
Offerors with which the Company is in talks, or from which an approach has
been received, unless that potential offeror has been specifically identified
in any rumour or speculation.

As a consequence of this announcement, an "offer period" has now commenced in
respect of the Company in accordance with the Code and the attention of
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

A further announcement will be made if and when appropriate.

The individual responsible for arranging the release of this announcement on
behalf of Gamma is Rachael Matzopoulos, Company Secretary.

 

 

Enquiries:

 Gamma Communications PLC                  +44 (0) 33 3006 5972

 Martin Hellawell, Chair

 Andrew Belshaw, Chief Executive Officer

 

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

 (Financial Adviser)

 Alastair Blackman

 Alex Evans

 Callum West

 Michael Hart

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

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.

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
and its affiliates will continue to act as exempt principal trader 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.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at gammagroup.co, by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Gamma confirms that as at the close
of business on 7 April 2026 its issued share capital consisted of 92,574,589
ordinary shares of 0.25 pence each, of which 1,587,800 ordinary shares are
held in Treasury.

The ordinary shares 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.

 

 

 

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