Gooch & Housego PLC
30 July 2026
Gooch & Housego PLC
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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
30 July 2026
RECOMMENDED CASH ACQUISITION
of
GOOCH & HOUSEGO PLC
by
GREENLIGHT BIDCO LIMITED
a newly formed company owned indirectly by Arlington Capital Partners VII, L.P.
to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Publication and posting of Scheme Document
On 16 July 2026, the boards of directors of Greenlight Bidco Limited ("Bidco") and Gooch & Housego PLC ("G&H") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of G&H. It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
G&H is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") has today been published and sent to G&H Shareholders and, for information only, to persons with information rights and G&H LTIP Award Holders. The Scheme Document contains, among other things, a letter from the Chairman of G&H, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by G&H Shareholders.
Forms of Proxy for the Court Meeting and the General Meeting have also been published and sent today to G&H Shareholders who hold G&H Shares in certificated form.
Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document and related documentation will also be made available free of charge on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk by no later than 12 noon on the Business Day following publication of the Scheme Document and will remain available until the end of the Offer Period.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to London time unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, among other things:
· approval by the requisite majority of Scheme Shareholders at the Court Meeting;
· approval by the requisite majority of G&H Shareholders of the Resolution to be proposed at the General Meeting;
· satisfaction or, where applicable, waiver of the Conditions set out in the Scheme Document; and
· sanction of the Scheme by the Court and delivery of a copy of the Scheme Court Order to the Registrar of Companies.
The Court Meeting and the General Meeting will be held at the offices of Burges Salmon LLP at 6 New St Square, London, EC4A 3BF on 26 August 2026. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.30 a.m., or as soon thereafter as the Court Meeting has concluded or been adjourned. Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.
Forms of Proxy for use at the Court Meeting and the General Meeting are enclosed with the Scheme Document. G&H Shareholders are encouraged to appoint the Chair of the relevant meeting as their proxy and to submit their Forms of Proxy, electronic or online proxy appointments or CREST proxy instructions as soon as possible and, in any event, by no later than the relevant time set out below:
· BLUE Forms of Proxy for use at the Court Meeting: 10.00 a.m. on 24 August 2026
· WHITE Forms of Proxy for use at the General Meeting: 10.30 a.m. on 24 August 2026,
or, if either meeting is adjourned, by no later than 48 hours(excluding any non-working days) before the time fixed for the adjourned meeting.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore strongly encouraged to complete and return both of your Forms of Proxy (or deliver your voting instructions by one of the other methods set out in the section titled "Action to be taken" in the Scheme Document) as soon as possible. Doing so will not prevent you from attending, speaking and voting in person at either the Court Meeting and/or the General Meeting if you wish and are entitled to do so.
Recommendation
The G&H Directors, who have been so advised by Investec Bank plc and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Investec Bank plc and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec Bank plc and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the G&H Directors recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the G&H Directors who are interested in G&H Shares have irrevocably undertaken to do (or procure to be done) in respect of their own (and, where applicable, their close relatives') beneficial holdings of G&H Shares.
G&H Shareholders should read the Scheme Document carefully and in full before making any decision in respect of the Scheme.
Expected timetable
The Scheme Document contains the expected timetable of principal events relating to the Scheme which is also reproduced in the appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of G&H Shareholders at the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions (including the sanction of the Scheme by the Court).
Subject to satisfaction or, where applicable, waiver of the Conditions, the Scheme is expected to become Effective in the fourth quarter of 2026.
If any of the key dates and/or times set out in the expected timetable change, G&H will give notice of such change(s) to G&H Shareholders by issuing an announcement through a Regulatory Information Service and by making such announcement available on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk.
If the Scheme becomes Effective on the basis of the expected timing outlined above, the last day for dealings in, and registration of transfers of, G&H Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and dealings in G&H Shares will be suspended by 7:30 a.m. on the following Business Day. It is intended that, prior to the Scheme becoming Effective, an application will be made by G&H to the London Stock Exchange to cancel trading in G&H Shares on AIM with effect shortly after the Effective Date.
Further announcements in respect of the timetable will be made as appropriate.
Shareholder helpline
If G&H Shareholders have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or how to complete and return the Forms of Proxy or appoint a proxy online or electronically or through the CREST electronic proxy appointment service, please email shareholderenquiries@cm.mpms.mufg.com or call MUFG Corporate Markets on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales.
Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies of the Forms of Proxy will be provided free of charge.
Enquiries
|
G&H |
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Gary Bullard, Charlie Peppiatt and James Corte |
+44 1460 256440 |
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Burson Buchanan - PR Adviser to G&H |
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|
Henry Harrison-Topham, Sophie Wills and Abigail Gilchrist |
G&H@buchanan.uk.com |
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Investec Bank plc - Joint Financial Adviser, Nomad and Broker to G&H |
|
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Christopher Baird, Marc Potel, Carlton Nelson and Charles Craven |
+44 (0)20 7597 5970 |
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Rothschild & Co - Joint Financial Adviser to G&H |
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Aadeesh Aggarwal and Sabina Pennings |
+44 (0)20 7280 5000 |
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ACP |
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Kelsey Clute, Director of Investor Relations |
+1 202 846 2373 |
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J.P. Morgan Cazenove - Sole Financial Adviser to ACP and Bidco |
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Saumitra Gorani, James Robinson, Stuart Jempson and Mayank Chaturvedi |
+44 (0)20 3493 8000 |
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FGS Global - PR Adviser to ACP and Bidco |
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Guy Lamming, Charlie Chichester and Sam Moodie |
+44 (0)20 7251 3801 |
Burges Salmon LLP is acting as legal adviser to G&H.
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and ACP.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times. All dates and times, other than those relating to the Court Meeting and the General Meeting, are based on G&H's and Bidco's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to G&H Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk.
|
Event |
Expected time/date(1) |
|
Publication of the Scheme Document |
30 July 2026 |
|
Latest time for lodging Forms of Proxy for the: |
|
|
Court Meeting (BLUE form) |
10:00 a.m. 24 August 2026(2) |
|
General Meeting (WHITE form) |
10:30 a.m. 24 August 2026 (3) |
|
Voting Record Time |
6:00 p.m. 24 August 2026(4) |
|
Court Meeting |
10:00 a.m. 26 August 2026 |
|
General Meeting |
10:30 a.m. 26 August 2026(5) |
|
The following dates are indicative only and subject to change(1) |
|
|
Court Sanction Hearing |
a date expected to fall during the fourth quarter of 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D")* |
|
Last day of dealings in, and for registration of transfers of, G&H Shares |
D+1 |
|
Scheme Record Time |
6:00 p.m. on D+1 |
|
Disablement of CREST in respect of G&H Shares |
by 6:00 p.m. on D+1 |
|
Suspension of dealings in G&H Shares |
by 7:30 a.m. on D+2 |
|
Effective Date of the Scheme |
D+2 (6) |
|
Cancellation of admission of G&H Shares to trading on AIM |
by 7:30 a.m. on D+3 |
|
Latest date for despatch of cheques and crediting of CREST accounts for Cash Offer due under the Scheme |
Within 14 days after the Effective Date |
|
Long Stop Date |
16 January 2027 (7)
|
Notes:
(1) The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to G&H Shareholders by announcement through a Regulatory Information Service (with such announcement being made available on G&H's website at www.gandh.com and Bidco's website at www.displaydocuments.co.uk) and, if required by the Panel, notice of the change(s) will be sent to G&H Shareholders and other persons with information rights. G&H LTIP Award Holders will be contacted separately to inform them of the effect of the Scheme on their rights under the G&H LTIP, including details of any dates and times relevant to them.
(2) The BLUE Form of Proxy for the Court Meeting should be received by MUFG Corporate Markets by no later than 10:00 a.m. on 24 August 2026 or, if the Court Meeting is adjourned, no later than 48 hours (excluding any non-working days) before the time fixed for the holding of the adjourned Court Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of MUFG Corporate Markets, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of the Court Meeting.
(3) The WHITE Form of Proxy for the General Meeting should be received by MUFG Corporate Markets by no later than 10:30 a.m. on 24 August 2026 or, if the General Meeting is adjourned, no later than 48 hours (excluding any non-working days) before the time fixed for the holding of the adjourned General Meeting. The WHITE Form of Proxy cannot be handed to the Chair of the General Meeting or MUFG Corporate Markets and will be invalid if submitted after the deadline.
(4) If either or both of the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date falling two days (excluding non-working days) before the date set for such adjourned Meeting.
(5) To commence at 10:30 a.m. or as soon thereafter as the Court Meeting shall have concluded or is adjourned.
(6) The Scheme shall become Effective in accordance with its terms as soon as a copy of the Scheme Court Order has been delivered to the Registrar of Companies. G&H expects that, subject to satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become Effective in the fourth quarter of 2026.
(7) The latest time and date by which the Scheme must become Effective. However, the Long Stop Date may be extended to such later date as (i) Bidco and G&H may agree; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow.
* All dates by reference to "D" will be to the date falling the number of indicated Business Days immediately after date D, as indicated above.
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise disposal of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of G&H in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus or prospectus-equivalent document or exempted document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Notices relating to financial advisors
Investec Bank plc ("Investec"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for G&H and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than G&H for providing the protections afforded to the clients of Investec, or for providing advice in connection with the subject matter of 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 the subject matter of this announcement, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to G&H and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than G&H for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to in this announcement. Neither Rothschild & Co nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for ACP and Bidco and no one else in connection with the Acquisition and the matters set out in this announcement. J.P. Morgan Cazenove will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than ACP and Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws or regulations of jurisdictions outside England.
The availability of the Acquisition to G&H Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws or regulations of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Acquisition or vote their G&H Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws or regulations of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws or regulations of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders are contained in paragraph 20 of Part II (Explanatory Statement) of the Scheme Document.
Notice to US G&H Shareholders
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the US, such Offer will be made in compliance with the applicable US laws and regulations. It may be difficult for US holders of G&H Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and G&H are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of G&H Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ACP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, G&H Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as an exempt principal trader in G&H Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
US G&H Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US G&H Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and G&H contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and G&H about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and G&H (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, G&H's, any member of the Bidco Group's or any member of the G&H Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, G&H's, any member of the Bidco Group's or any member of the G&H Group's business.
Although Bidco and G&H believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and G&H can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflicts in the Middle East and disruption in business operations due to reorganisation activities) and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and G&H operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and G&H operate and changes in laws or in supervisory expectations or requirements; the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the G&H Board and/or employee composition); incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor G&H, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the G&H Group, there may be additional changes to the G&H Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations (including under the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules), neither Bidco nor G&H is under any obligation, and Bidco and G&H expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in one per cent. 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, 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 p.m. (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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available and other documents required to be published under Rule 26 of the Takeover Code have been made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on G&H's website at www.gandh.com and Bidco's website at www.displaydocuments.co.uk by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, G&H Shareholders, persons with information rights and G&H LTIP Award Holders may request a hard copy of this announcement, free of charge, by contacting G&H's Registrar, MUFG Corporate Markets, during business hours at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0321 and +44 (0) 371 664 0321 (international). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other information provided by G&H Shareholders, persons with information rights and other relevant persons for the receipt of communications from G&H may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
General
Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement for such time as it is continuing, to implement the Acquisition by way of an Offer as an alternative to the Scheme.
If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco has agreed under the Cooperation Agreement to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily any outstanding G&H Shares to which such Offer relates.
Investors should be aware that Bidco may purchase G&H Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
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