Gamma Communications – deadline for clarification
Takeover Panel
29 September 2026
2026/14
GAMMA COMMUNICATIONS PLC (“GAMMA”)
BRADBURY BIDCO LIMITED (A NEWLY INCORPORATED COMPANY CONTROLLED BY FUNDS MANAGED AND/OR ADVISED BY EPIRIS GP III LIMITED AND ITS AFFILIATES) (“EPIRIS”)
WATERLAND PRIVATE EQUITY INVESTMENTS B.V. (“WATERLAND”)
On 7 April 2026, Gamma announced that it was in preliminary discussions with a number of interested parties with a view to establishing whether such parties might be willing to put forward a proposal that would deliver greater value to shareholders than pursuing a standalone independent strategy.
On 13 May 2026, Gamma announced that Providence Equity Partners L.L.C. (“Providence”) was one of the parties with which it was in discussions.
On 15 May 2026, Gamma announced that Epiris LLP and a consortium comprising Oakley Capital and Giacom Limited were amongst the parties with which it was in discussions.
On 10 June 2026, Gamma announced that Providence and Epiris LLP had formed a consortium for the purposes of a possible offer for Gamma. On 24 June 2026, Providence announced that it was no longer part of a consortium with Epiris LLP and that Providence did not intend to make an offer for Gamma.
On 12 June 2026, Oakley Capital announced that it did not intend to make an offer for Gamma and that, contrary to the announcement made by Gamma on 15 May 2026, it had not been acting in concert with Giacom Limited.
On 21 August 2026, Gamma announced that Waterland was amongst the parties with which it was in discussions.
On 1 September 2026, the boards of Gamma and Epiris announced that they had reached agreement on the terms of a recommended cash offer for the entire issued, and to be issued, ordinary share capital of Gamma (the “Epiris Offer”), to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006.
On 25 September 2026, Gamma published a scheme circular in relation to the Epiris Offer. That circular included notice of the shareholder meetings to approve the Epiris Offer (the “Shareholder Meetings”), which have been convened for 20 October 2026.
Pursuant to Section 4 of Appendix 7 of the Takeover Code, the Panel Executive has ruled that, unless the Executive consents otherwise, Waterland must, by 5.00pm on 13 October 2026, being the seventh day prior to the date of the Shareholder Meetings, either 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. This deadline will cease to apply if, before that time, a party other than Waterland announces a firm intention to make an offer for Gamma in accordance with Rule 2.7.
Each of Gamma, Epiris and Waterland has accepted this ruling.
29 September 2026
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