REG - GS Chain PLC - Proposed Acquisition and Suspension of Trading

GS ChainAnnouncement

17/02/2026 07:45

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RNS Number : 3171T  GS Chain PLC  17 February 2026

GS Chain PLC

 

("GS Chain" or "GSC" or the "Company")

 

Proposed Acquisition and Suspension of Trading

 

GS Chain plc, a UK company admitted to the Equity Shares (Shell Companies)
category of the Official List of the Financial Conduct Authority (the
"Official List") and to the main market of the London Stock Exchange Group plc
("Main Market"), is pleased to announce that it has entered into a
non-binding, conditional, exclusive heads of terms ("Heads of Terms") for the
proposed acquisition of GMM Acquisition Corp, Inc ("GMM" or "GMM Acquisition
Corp") ("Initial Transaction").

 

GMM is in the process of acquiring Giraudy Holding SAS ("Giraudy"), MediaLine
SAS ("MediaLine") and Source Digital, Inc. ("Source") ("GMM Acquisitions").

 

The consideration for the Initial Transaction is intended to be satisfied
entirely through the issue of new GSC ordinary shares ("Ordinary Shares").

 

At completion and subject to the Initial Transaction becoming unconditional
("Completion"), the Company intends to seek admission of its enlarged share
capital to the Equity Shares (Commercial Companies) category of the Official
List and to trading on the Main Market (the "Admission").

 

Paul Carroll, Director of GSC commented: "On behalf of the Board of GS Chain,
we are delighted to announce the proposed acquisition of GMM. With Barclay
Knapp and his team being pioneers in the digital media space, we are proud to
support the group's bold vision and look forward to working alongside GMM and
to being in a position to announce a successful re-admission to the Main
Market".

 

Barclay Knapp, CEO GMM commented: "I'm extremely pleased with the opportunity
this potential transaction brings, as we scale into the UK and Europe, GMM is
expanding its European partnerships and continues to develop its European
direct-to-consumer engagement strategy. The proposed transaction with GSC and
admission to the Main Market will give us a strong foundation for growth. We
are pleased to be working with the GSC team on this transaction".

 

About GMM Acquisition Corp:

 

Upon completion of the GMM Acquisitions, GMM will be a vertically integrated
media corporation that operates three wholly owned subsidiaries which together
offer out of home ("OOH") advertising and direct to consumer in home
entertainment and ecommerce:

 

Giraudy:

 

Giraudy, founded in 1911, is a specialised French outdoor advertising,
billboard and urban communication company, which offers services such as
digital advertising, illuminated boards, and poster campaigns OOH to help
brands increase visibility, attract new customers and build their image.
 

 

Giraudy is aiming to launch its new AI-creative content and AI-supported
advertising programme in 2026. This programme, the "Media-Art-Design
Universe," or MADverse, is designed to aggregate and commercialise AI-digital
content, with a strong focus on AI-creative integration, specifically with
large-scale urban promotions and cultural and tourism projects.

 

MediaLine:

 

MediaLine is an OOH media company that offers its clients a wide range of
advertising solutions including small and large formats, digital and
traditional LED panels.

 

The company's strategic aim is to fully integrate into Giraudy's
AI-underpinned ecosystem (MADverse) and scale its diversified advertising
portfolio.

 

Source:

 

Source is a home entertainment media technology company. The company is aiming
to revolutionise the way consumers interact with their home TV's by using
sophisticated AI and data intelligence. Source's intellectual property and
technology aims to build data and targeting models for use by advertisers,
content owners, distributors and TV operating systems. By filling gaps
traditional data misses, Source aims to deliver a holistic view of household
engagement, what is being watched and how on a real-time basis households
engage in content. The result is the delivery of more personalised content,
stronger engagement and maximum advertising impact for every impression.

 

Under the heads of terms for the Initial Transaction, it is proposed that:

 

·    GSC acquires the entire issued share capital of GMM which is
conditional on the prior completion of the GMM Acquisitions.

·    The aggregate amount of the consideration due in respect of GMM (the
"Purchase Price") shall be shared by the selling shareholders of GMM pro rata
to their existing shareholdings on a fully diluted basis at Completion which
will be simultaneous with Admission.

·  The Purchase Price will be settled through the issue of new Ordinary
Shares ("Consideration Shares").

·    It is anticipated that any Consideration Shares issued to GMM's
principal shareholders and members of its executive management team who are
joining the GSC board will be subject to a 12 month lock-up following
Completion, followed by an orderly market period.

 

Completion of the Initial Transaction will be subject to, inter alia:

 

·    completion of the GMM Acquisitions;

·    satisfactory completion of financial, tax, legal and intellectual
property due diligence

·    receipt of required regulatory approvals;

·    FCA approval of a prospectus to be published by GSC;

·    completion of a contemporaneous equity fundraising sufficient to meet
the business plan for the enlarged group; and

·    waiver of rule 9 of the UK Takeover Code by the independent
shareholders of the Company.

 

Confidentiality, exclusivity and costs:

 

GSC and GMM have entered into a standard confidentiality agreement relating to
the negotiations and information sharing in respect of the Initial
Transaction.

 

The Heads of Terms includes a period of exclusivity of 16 weeks from the date
of signing which may be extended with agreement from both parties.

 

GSC and GMM have agreed that the seller of GMM and/or GMM (or a members of its
group) will be responsible for 50% of the transaction costs incurred by GSC.

 

The clauses in the Heads of Terms detailing confidentiality, exclusivity and
costs are legally binding on the parties.

 

Temporary suspension of listing and trading of Ordinary Shares:

 

This announcement is being made to disclose Inside Information.

 

On the basis that the Initial Transaction is completed on the contemplated
terms, this would result in the Company's existing shareholders having a
minority interest in the enlarged group (and would constitute an initial
transaction under the FCA's UK Listing Rules). If the Initial Transaction is
completed, the Company's listing on the Equity Shares (Shell Companies)
category of the Official List will be cancelled and the Company would need to
apply for the admission of its Ordinary Shares to the Equity Shares
(Commercial Companies) category of the Official List and to trading on the
Main Market of the London Stock Exchange Group plc. Application will be
conditional, inter alia, on FCA approval of the eligibility of the Company,
following completion of the Initial Transaction.

 

At the request of the Company, the FCA has suspended the Company's listing on
the Official List and trading on the Main Market of the London Stock Exchange
has also been suspended as of 7.30 a.m. today, pending the publication by the
Company of an FCA approved prospectus containing detail of the enlarged group
or an announcement that the Initial Transaction is not proceeding.

The Company has requested the temporary suspension because of the lack of
available information about GMM in relation to the Initial Transaction, which
could prevent the smooth operation of the market in the Ordinary Shares of the
Company.

 

Should the final terms of the Initial Transaction be agreed and entered into,
the Company will issue an announcement with further details pursuant to
UKLR13.4.22R and UKLR13.4.23R.

 

The parties intend to proceed as quickly as possible with the Initial
Transaction, however, there can be no certainty that it will be successfully
completed, nor as to the final terms or timing of such transaction.

 

Takeover Code:

 

The Takeover Panel will be consulted in due course regarding the requirement
or otherwise for GSC to seek a Rule 9 waiver pursuant to Appendix 1 of the UK
Takeover Code in respect of the vendors of GMM and any other parties who may
be acting in concert with them holding 30% or more as a result of the Initial
Transaction and any other associated matters.

 

Appointment of Sponsor:

 

The Company is also pleased to announce that it has appointed Cairn Financial
Advisers LLP as its Sponsor in connection with this suspension.

 

 Enquiries:

 GC Chain plc

 Paul Carroll                                  Paul@gschain.com

 Bowsprit Partners Limited, Financial Adviser  +44 (0)203 883 4430

 John Treacy / Luis Brime

 Cairn Financial Advisers LLP, Sponsor         +44 (0)20 7213 0897

 Emily Staples

 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward-looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

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