Publication of Scheme Document
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 September 2026
RECOMMENDED CASH OFFER
by
BRADBURY BIDCO LIMITED
(a newly incorporated company controlled by funds managed
and/or advised by Epiris GP III Limited and its affiliates)
for
GAMMA COMMUNICATIONS PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication and posting of Scheme Document
Introduction
On 1 September 2026, the board of directors of Gamma Communications plc (“Gamma”) and the board of directors of Bradbury Bidco Limited (“Bidco”), a newly incorporated entity formed by funds managed and/or advised by Epiris GP III Limited for the purpose of making an offer for Gamma, announced they had reached agreement on the terms and conditions of a recommended cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Gamma (the “Acquisition”).
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 (the "Scheme").
Capitalised terms used in this announcement (this “Announcement”), unless otherwise defined, have the meaning given to them in the Scheme Document (as defined below). All references to times in this Announcement are to London (United Kingdom) times unless stated otherwise.
Publication of Scheme Document
Gamma is pleased to announce that the scheme document setting out the full terms and conditions of the Acquisition (the “Scheme Document”) has now been published and that the Scheme Document together with the related Forms of Proxy will be sent to Gamma Shareholders and, for information only, to persons with information rights in Gamma and holders of options under the Gamma Share Plans. The Scheme Document sets out, amongst other things, a letter from the Chair of Gamma, 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, notice of the Shareholder Meetings and details of the actions to be taken by Gamma Shareholders. The Scheme Document will be made available free of charge on Gamma’s and Bidco’s websites at https://gammagroup.co/company/investors/disclaimer-content/ and https://www.epiris.co.uk/media/gamma-offer/ respectively.
A copy of the Scheme Document and the Forms of Proxy will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, to become Effective the Scheme will require, amongst other things: (i) the approval of a majority in number of Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders; (ii) the passing of the Resolution by the requisite majority of Gamma Shareholders at the General Meeting (or any adjournment thereof); and (iii) the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms that are set out in Part A of Part III of the Scheme Document.
Notices convening the Court Meeting and General Meeting for 8.30 a.m. and 8.45 a.m. respectively on 20 October 2026 (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), each to be held at the offices of Investec Bank plc at 30 Gresham Street, London, EC2V 7QP are set out in Parts IX and X of the Scheme Document.
Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to Scheme Shareholders and Gamma Shareholders before the relevant Shareholder Meetings, including through Gamma’s website https://gammagroup.co/company/investors/disclaimer-content/ and by announcement through a Regulatory Information Service.
Recommendation
The Gamma Directors, who have been so advised by Barclays and Q Advisors as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Gamma Directors, Barclays and Q Advisors have taken into account the commercial assessments of the Gamma Directors. Barclays is providing independent financial advice to the Gamma Directors for the purposes of Rule 3 of the Code.
Accordingly, the Gamma Directors recommend unanimously that the Gamma Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, that Gamma Shareholders accept such offer), as the Gamma Directors who hold Gamma Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and their connected persons), amounting, in aggregate, to 114,824 Gamma Shares (representing, in aggregate, approximately 0.13 per cent. of the Gamma Shares (excluding treasury shares) in issue on 24 September 2026 (being the last Business Day prior to the publication of the Scheme Document), as well as for any Gamma Shares they may acquire pursuant to options and/or awards granted under the Gamma Share Plans prior to the Shareholder Meetings.
Further details of these irrevocable undertakings are set out in paragraph 8 of Part V of the Scheme Document.
Action to be taken by Gamma Shareholders
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 and reasonable representation of the opinion of the Scheme Shareholders. Scheme Shareholders and Gamma Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (or appoint a proxy through the CREST electronic proxy appointment service) as soon as possible and, in any event, by no later than 8.30 a.m. on 16 October 2026 in the case of the Court Meeting and by no later than 8.45 a.m. on 16 October 2026 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).
Gamma Shareholders should read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Details in relation to the action to be taken by Gamma Shareholders are set out in paragraph 14 of Part I of the Scheme Document.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out below. It is expected that the Scheme will become Effective during the first half of 2027, subject to the prior satisfaction or (where applicable) waiver of the Conditions.
All dates and times are based on Bidco’s and Gamma’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 Scheme Shareholders and Gamma Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Gamma’s website at https://gammagroup.co/company/investors/disclaimer-content/ and on Bidco’s website at https://www.epiris.co.uk/media/gamma-offer/.
Prior to the Scheme becoming Effective, Gamma will make an application to the FCA for the cancellation of the listing of the Gamma Shares on the Equity Shares (Commercial Companies) category of the Official List and to the London Stock Exchange for the cancellation of the admission to trading on the Main Market to take effect from the first Business Day after the Effective Date, and no transfers shall be registered after 6.00 p.m. on the last Business Day prior to the Effective Date.
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Event |
Expected time/date | |
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Publication of the Scheme Document |
25 September 2026 | |
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Latest time for lodging Forms of Proxy for the:
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Court Meeting (PINK Form of Proxy) |
8.30 a.m. on 16 October 2026(1) | |
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General Meeting (WHITE Form of Proxy) |
8.45 a.m. on 16 October 2026(2) | |
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Scheme Voting Record Time |
6.00 p.m. on 16 October 2026(3) | |
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Court Meeting |
8.30 a.m. on 20 October 2026 | |
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General Meeting |
8.45 a.m. on 20 October 2026(4) | |
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Certain of the following dates are indicative only and subject to change (please see note (5) below): | ||
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Sanction Hearing |
as soon as reasonably practicable after the date upon which Conditions 3a to 3g set out in Part A of Part III of the Scheme Document are satisfied or (where applicable) waived (“D”) (5) | |
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Last day of dealings in, and for registration of transfers of, Gamma Shares |
D + 1 Business Day(5) | |
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Scheme Record Time |
6.00 p.m. on D + 1 Business Day(5) | |
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Disablement of Gamma Shares in CREST |
6.00 p.m. on D + 1 Business Day(5) | |
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Suspension of listing of, and dealings in, Gamma Shares |
by 7.30 a.m. on D + 2 Business Days(5) | |
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Effective Date |
D + 2 Business Days(5) | |
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Cancellation of listing on the Official List and trading on the Main Market of Gamma Shares |
by 7.30 a.m. on D + 3 Business Days(5) | |
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Latest date for dispatch of cheques/settlement through CREST |
within 14 days after the Effective Date | |
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Latest date by which Scheme must be implemented, the Long-Stop Date |
31 August 2027(6)
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1 The PINK Form of Proxy for the Court Meeting should be received by MUFG Corporate Markets before 8.30 a.m. (London time) on 16 October 2026, or, if the Court Meeting is adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting. PINK Forms of Proxy not so received may be handed to the Chair of the Court Meeting or a representative of MUFG Corporate Markets before the commencement of the poll at the Court Meeting.
2 The WHITE Form of Proxy for the General Meeting should be received by MUFG Corporate Markets before 8.45 a.m. (London time) on 16 October 2026 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting. The WHITE Form of Proxy cannot be handed to a representative of MUFG or the Chair of the General Meeting at the General Meeting.
3 If a Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Gamma Shareholders (in the case of the General Meeting) on the register of members of Gamma) at 6.00 p.m. (London time) on the day which is two days (excluding non-working days) before the adjourned meeting will be entitled to attend and vote.
4 To commence at the time fixed or, as soon as the Court Meeting has concluded or been adjourned.
5 These times and dates are indicative only and will depend on, amongst other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Gamma will give adequate notice of the date and time of the Sanction Hearing, once known, by issuing an announcement through a Regulatory Information Service. If the expected date of the Sanction Hearing is changed, Gamma will give adequate notice of the change by issuing an updated announcement through a Regulatory Information Service.
6 This is the last date by which the Scheme must be implemented unless Bidco and Gamma, with the prior consent of the Panel and, if required, the approval of the Court, agree in writing a later date.
Gamma Share Plans
Participants in the Gamma Share Plans will be contacted separately regarding the effect of the Scheme on their options and/or awards under the Gamma Share Plans and details of the proposals applicable to them, pursuant to Rule 15 of the Code. Details of these proposals will be set out in separate letters to be sent to participants in the Gamma Share Plans at the same time as this Announcement, the forms of which will be made available on Gamma’s website at https://gammagroup.co/company/investors/disclaimer-content/ and on Bidco’s website at https://www.epiris.co.uk/media/gamma-offer/.
Additional information for Gamma Shareholders
If you have any questions about this Announcement, the Scheme Document, Shareholder Meetings or the completion and return of the Forms of Proxy, please telephone MUFG Corporate Markets on 0371 664 0321 (within the UK) or +44 371 664 0321 (from outside the UK). 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. The helpline is open between 9.00 a.m. until 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.
Enquiries
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Gamma Communications plc |
+44 (0) 33 3006 5972 |
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Martin Hellawell (Chair) |
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Andrew Belshaw (Chief Executive Officer) Rachael Matzopoulos (Company Secretary) |
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Barclays (Lead Financial Adviser to Gamma) |
+44 (0) 20 7623 2323 |
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Alastair Blackman |
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Alex Evans |
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Callum West |
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Michael Hart |
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Q Advisors (Joint Financial Adviser to Gamma) |
+1 303 996 3003 |
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Michael Quinn |
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Kristian MacCarter |
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Investec (Joint Financial Adviser and Joint Broker to Gamma) |
+44 (0) 20 7597 5970 |
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Patrick Robb |
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Luke Spells |
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Virginia Bull |
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Peel Hunt LLP (Joint Financial Adviser and Joint Broker to Gamma) |
+44 (0) 20 7418 8900 |
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Neil Patel |
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Alice Lane |
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Benjamin Cryer |
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Teneo (PR Adviser to Gamma) |
+44 (0) 20 7260 2700 |
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James Macey White |
gamma@teneo.com |
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Daniel Rowland |
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Epiris |
+44 (0) 20 7214 4200 |
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Ian Wood |
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Thayne Forbes |
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James Beart |
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Goldman Sachs International (Exclusive Financial Adviser to Epiris and Bidco) |
+44 (0) 20 7774 1000 |
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Nick Harper |
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Khamran Ali |
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Lorenzo Carlino |
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Enrique Vallina |
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Greenbrook Advisory (PR Adviser to Epiris and Bidco) |
+44 (0) 20 7952 2000 |
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Peter Hewer |
epiris@greenbrookadvisory.com |
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Bree Taylor |
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Latham & Watkins (London) LLP is acting as legal adviser to Bidco and Epiris in connection with the Acquisition. Bird & Bird LLP is acting as legal adviser to Gamma in connection with the Acquisition.
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Important Notices
Goldman Sachs International, which is authorised by the UK Prudential Regulation Authority (“PRA”) and regulated by the UK Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting exclusively for Epiris and Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Epiris and Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, 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.
Q Advisors LLC ("Q Advisors") is authorised and regulated in the United States by Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission 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 Q Advisors nor for providing advice in relation to any matter referred to in this Announcement.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for Gamma and for no one else in connection with the matters set out in this Announcement and none of Investec nor any of its affiliates, branches or subsidiaries will 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 or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with this Announcement or in connection with or from the use of the contents of this Announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United Kingdom by the FCA 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 nor for providing advice in relation to any matter referred to in this Announcement.
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
This Announcement contains inside information in relation to Gamma for the purposes of Article 7 of the UK Market Abuse Regulation. The person responsible for arranging the release of this Announcement on behalf of Gamma is Rachael Matzopoulos, Company Secretary. Gamma’s Legal Entity Identifier is 5213800LAQZXPRIZUEH50.
Overseas Shareholders
This Announcement has been prepared to comply with English law, the UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Gamma Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Gamma Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/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 and liability for the violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and other formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.
The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Gamma outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. Such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.
Gamma and Bidco are both incorporated under United Kingdom law and registered under the laws of England and Wales. Some or all of the officers and directors of Gamma and Bidco respectively, are residents of countries other than the United States. In addition, some of the assets of Gamma and Bidco are located outside the United States. As a result, it may be difficult for US holders of Gamma Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of Gamma 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 judgment.
Forward looking statements
This Announcement or documents referred to in this Announcement may contain certain "forward-looking statements" with respect to Gamma, Bidco and Epiris. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements 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 of Epiris and/or Bidco and the expansion and growth of Gamma and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on the business of Gamma.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Epiris, Bidco or Gamma, nor any of their respective associates, directors, officers, employees 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 undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Epiris, Bidco or Gamma or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Epiris, Bidco and Gamma assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Further information
Please read carefully the Scheme Document (and the information incorporated by reference into the Scheme Document), in particular the explanatory statement from Barclays and Q Advisors set out in Part II of the Scheme Document, the full terms of the Scheme set out in Part VI of the Scheme Document and the notices of the Shareholder Meetings set out in Parts IX and X of the Scheme Document. You should read the whole of the Scheme Document and the accompanying Forms of Proxy and not rely solely on the information contained in this Announcement and the explanatory statement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Gamma's website at https://gammagroup.co/company/investors/disclaimer-content/ and on Bidco's website at https://www.epiris.co.uk/media/gamma-offer/ by no later than 12.00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting MUFG Corporate Markets, Gamma's registrar on 0371 664 0300 from within the United Kingdom or on +44 (0) 371 664 0300 if calling from outside the United Kingdom. Lines are open 9.00 a.m. to 5.30 p.m. 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. In accordance with Rule 30.3 of the Code, a person so entitled 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 information provided by Gamma Shareholders, persons with information rights and other relevant persons for the receipt of communications from Gamma may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 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) applies must be made by no later than 3.30 p.m. on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day (as defined in the Code) 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 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. on the Business Day (as defined in the Code) 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 Takeover 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.
General
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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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