REG - Gamma Communications - Response to Speculation

Gamma CommunicationsAnnouncement

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RNS Number : 0678E  Gamma Communications PLC  13 May 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

 

13 May 2026

 

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

Response to speculation regarding Gamma

 

The Board of Gamma notes the recent press speculation and confirms that
Providence Equity Partners L.L.C. ("Providence") are amongst the parties in
discussions with the Company in the context of the announcement made by Gamma
on 7 April 2026. These discussions remain at a preliminary stage.

There can be no certainty that any offer will be made for the Company nor as
to the terms of any offer, if made.

In accordance with Rule 2.6(a) of the Code, Providence must, by not later than
5.00 pm (London time) on 10 June 2026, being 28 days after today's date,
either announce a firm intention to make an offer for Gamma under Rule 2.7 of
the Code or announce that they do not intend to make an offer for Gamma, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the consent of
the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

As previously announced, 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 Gamma is not required to identify in this announcement any
potential offeror with which the Company is in talks, or from which an
approach has been received, unless that potential offeror is specifically
identified in any rumour or speculation. 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

 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                                             +1 720 837 3214

 (Joint Financial Adviser)

 Michael Quinn

 Kristian MacCarter
 Investec                                               +44 (0) 207 597 5970

 (Joint Financial Adviser and Joint Broker)

 Patrick Robb

 Luke Spells

 Virginia Bull
 Peel Hunt                                              +44 (0) 207 418 8900

 (Joint Financial Adviser and Joint Broker)

 Neil Patel

 Alice Lane

 Benjamin Cryer
 Teneo                                                  +44 (0) 20 7260 2700

 (PR Adviser)

 James Macey White

 Matt Low

 

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.

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.

 

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 12 May 2026 its issued share capital consisted of 90,568,318
ordinary shares of 0.25 pence each, excluding treasury shares.

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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