Gamma Communications PLC
08 July 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 NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT 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
8 July 2026
GAMMA COMMUNICATIONS PLC ('GAMMA' OR THE 'COMPANY')
Extension of PUSU Deadline
On 15 May 2026, Gamma announced that it was in discussions with Epiris LLP ("Epiris") in the context of the announcement made by Gamma on 7 April 2026.
In accordance with Rule 2.6(a) of the Code, Epiris was required, by no later than 5:00 p.m. on 12 June 2026, to either announce a firm intention to make an offer for Gamma in accordance with Rule 2.7 of the Code or announce that it did not intend to make an offer. As announced by the Company on 10 June 2026, that deadline was subsequently extended to 5.00 pm on 8 July 2026 (the "PUSU Deadline").
Discussions between the Company and Epiris are ongoing. Therefore, in accordance with Rule 2.6(c) of the Code, the Board of Gamma has requested, and the Panel has consented to, an extension of the PUSU Deadline. In accordance with Rule 2.6(c) of the Code, Epiris is now required, by no later than 5:00 p.m. (London time) on 5 August 2026 (the "Revised Deadline"), either to announce a firm intention to make an offer for Gamma in accordance with Rule 2.7 of the Code or announce that it does 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. The Revised Deadline can be further extended with the consent of the Panel, in accordance with Rule 2.6(c) of the Code.
Discussions between the Company and other potential offerors remain ongoing. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
A further announcement will be made when appropriate.
The individual responsible for arranging the release of this announcement on behalf of Gamma is Rachael Matzopoulos, Company Secretary.
Enquiries:
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Gamma Communications PLC Martin Hellawell, Chair Andrew Belshaw, Chief Executive Officer Rachael Matzopoulos, Company Secretary |
+44 (0) 33 3006 5972 |
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Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser) Alastair Blackman Alex Evans Callum West Michael Hart |
+44 (0) 20 7623 2323 |
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Q Advisors (Joint Financial Adviser) Michael Quinn Kristian MacCarter |
+1 720 837 3214 |
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Investec (Joint Financial Adviser and Joint Broker) Patrick Robb Luke Spells Virginia Bull |
+44 (0) 207 597 5970 |
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Peel Hunt (Joint Financial Adviser and Joint Broker) Neil Patel Alice Lane Benjamin Cryer |
+44 (0) 207 418 8900 |
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Teneo (PR Adviser) James Macey White Matt Low |
+44 (0) 20 7260 2700 |
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.
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 their respective 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.
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