Result of Meeting
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
2 November 2026
RECOMMENDED FINAL1 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
RESULTS OF COURT MEETING AND GENERAL MEETING
On 1 September 2026, the board of directors of Gamma Communications plc ("Gamma") and Bradbury Bidco Limited ("Bidco"), a newly incorporated entity formed by funds managed and/or advised by Epiris GP III Limited and its affiliates for the purpose of making an offer for Gamma, announced that 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").
The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), which requires the approval of the Scheme Shareholders at the Court Meeting and of the Gamma Shareholders at the General Meeting, and the sanction of the Court. On 25 September 2026, Gamma published a scheme document in connection with the Acquisition, setting out the terms and conditions of the Scheme (the "Scheme Document").
It was further announced on 19 October 2026, that (i) the Acquisition Price represents Bidco's final1 offer for the entire issued and to be issued ordinary share capital of Gamma and (ii) the Court Meeting would be adjourned to Monday 2 November 2026 at 8.30 a.m. and the General Meeting would be adjourned to Monday 2 November 2026 at 8.45 a.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), respectively at the offices of Investec Bank plc at 30 Gresham Street, London, EC2V 7QP.
The adjournment was intended to increase the level of Gamma Shareholder participation at the Meetings by providing additional time for Gamma Shareholders to submit proxy votes. At the time the adjournment was announced, proxy votes had been received in respect of less than 40 per cent. of the Gamma Shares eligible to vote at the Meetings, with Gamma Shareholder participation increasing to 47.97 per cent. of the Gamma Shares eligible to vote at the reconvened Meetings. The Board of Gamma believes that Gamma Shareholders have now had sufficient time to vote at the Meetings.
Capitalised terms used in this announcement (this "Announcement") shall, unless otherwise defined, have the meanings as set out in the Scheme Document.
1 The Acquisition Price is final and will not be increased, save that Bidco reserves the right to increase the Acquisition Price and/or otherwise improve the terms of the Acquisition: (i) if there is an announcement on or after the date of this Announcement of a possible offer or a firm intention to make an offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for Gamma by any third party (whether identified or not); or (ii) in wholly exceptional circumstances with the consent of the Panel.
Results of the Meetings
Gamma announces that at the reconvened Court Meeting and reconvened General Meeting held earlier today in connection with the Acquisition:
(A) the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and
(B) the requisite majority of Gamma Shareholders voted in favour of the resolution at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts IX and X of the Scheme Document, respectively.
Voting results of the Court Meeting
The table below sets out the results of the poll conducted at the Court Meeting. Each Scheme Shareholder, present (in person or by proxy), was entitled to one vote per Scheme Share held at the Scheme Voting Record Time.
|
Results of Court Meeting |
Scheme Shareholders who voted * |
Scheme Shares voted |
Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to be voted at the Court Meeting * |
||
|
Number |
% ** |
Number |
% ** |
||
|
FOR |
116 |
90.63 |
33,547,252 |
78.31 |
37.56% |
|
AGAINST |
21 |
16.41 |
9,289,867 |
21.69 |
10.40% |
|
TOTAL |
128 * |
100 * |
42,837,119 |
100 |
47.97% |
* Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. Therefore, number of Scheme Shareholders voting "for" and "against" the Scheme exceeds the total number of Scheme Shareholders who voted.
** Rounded to two decimal places.
Voting results of the General Meeting
The table below sets out the results of the poll conducted at the General Meeting. Each Gamma Shareholder present (in person or by proxy) was entitled to one vote per Gamma Share held at the Scheme Voting Record Time.
|
|
Votes FOR |
Votes AGAINST |
Total votes |
Votes WITHHELD |
||
|
Number |
% of Gamma Shares voted * |
Number |
% of Gamma Shares voted * |
Number |
Number |
|
|
Resolution |
33,928,627 |
78.91 |
9,066,827 |
21.09 |
42,995,454 |
20,238 |
* Rounded to two decimal places.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the resolution.
The total number of Gamma Shares in issue at the Scheme Voting Record Time was 90,648,330, of which 1,341,089 were held in treasury. Consequently, the total number of voting rights in Gamma at the Scheme Voting Record Time was 89,307,241.
In accordance with UK Listing Rule 6.4.2R, a copy of the resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected timetable of principal events
The outcome of today's Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Part A of Part III of the Scheme Document) have been satisfied.
As announced on 19 October 2026, German merger control clearance has been obtained. Foreign direct investment regulatory clearance in Germany and Austrian merger control clearance have now also been obtained, such that Conditions 3(a), 3(b) and 3(d) (as set out in Part A of Part III of the Scheme Document) have been satisfied.
The Scheme remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in Part A of Part III of the Scheme Document and subject to the further terms set out in Part III of the Scheme Document, including the sanction of the Court at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
Further to the announcement made on 19 October 2026, it is expected that the Scheme will become Effective during the first quarter of 2027. The expected timetable of principal events for the implementation of the Scheme remains as set out in the announcement made on 19 October 2026. If any of the dates and/or times in this revised timetable change, the revised dates and/or times will be notified 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, applications will be made to the London Stock Exchange for the cancellation of the listing of Gamma Shares on the Official List and the cancellation of trading of Gamma Shares on the London Stock Exchange, and steps will be taken to re-register Gamma as a private company. It is expected that the cancellation of admission to trading of the Gamma Shares will take effect on the Business Day following the Effective Date (and subject to the Scheme becoming Effective).
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) |
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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 Alex Evans Callum West Michael Hart |
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Q Advisors (Joint Financial Adviser to Gamma) |
+1 303 996 3003 |
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Michael Quinn 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 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 Alice Lane Benjamin Cryer |
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Teneo (PR Adviser to Gamma) James Macey White Daniel Rowland |
+44 (0) 20 7260 2700 |
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Epiris |
+44 (0) 20 7214 4200 |
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Ian Wood
Thayne Forbes
James Beart
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Goldman Sachs International (Exclusive Financial Adviser to Epiris and Bidco) Nick Harper Khamran Ali Lorenzo Carlino Enrique Vallina |
+44 (0) 20 7774 1000 |
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Greenbrook Advisory (PR Adviser to Epiris and Bidco) Peter Hewer Bree Taylor |
+44 (0) 20 7952 2000 |
Bird & Bird LLP is acting as legal adviser to Gamma in connection with the Acquisition.
Latham & Watkins (London) LLP is acting as legal adviser to Bidco and Epiris in connection with the Acquisition.
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 213800LAQZXPRIZUEH50.
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 US. 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 other 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.
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 those websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
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.
The Acquisition is subject to English law, the jurisdiction of the Court, and the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.
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