Statement re Possible Offer

Summary by AI ^BETAClose X

Oakley Capital Limited has announced it does not intend to make an offer for Gamma Communications plc, clarifying that it was acting alone and not in a consortium with Giacom Limited, which was only in preliminary discussions regarding potential asset purchases. This statement falls under Rule 2.8 of the City Code on Takeovers and Mergers, restricting Oakley from making another offer for Gamma for six months, unless certain conditions are met, such as Gamma's board agreement or a competing offer from a third party. The Panel on Takeovers and Mergers has confirmed Giacom is not subject to these restrictions.

Disclaimer*

Oakley Capital Limited

12 June 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE

12 June 2026

No intention to make an offer for Gamma Communications plc ("Gamma")

On 15 May 2026, Gamma confirmed that it was in discussions with a consortium comprising Oakley Capital Limited ("Oakley") and Giacom Limited ("Giacom").

It has since been clarified to Gamma that Oakley was acting as the potential offeror and that Giacom was in preliminary discussions with Oakley regarding a possible purchase of some of the assets of Gamma (but was not acting in a consortium or acting in concert with Oakley).

Oakley confirms that it is not intending to make an offer for Gamma.

This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, Oakley reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

a. with the agreement of the board of Gamma;

b. if a third party, including the consortium comprising Providence Equity Partners L.L.C. and Epiris LLP, announces a firm intention to make an offer for Gamma;

c. if Gamma announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

d. if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

The Panel on Takeovers and Mergers has agreed that the restrictions set out in Rule 2.8 of the Code resulting from this announcement do not apply to Giacom as it was not acting in a consortium or acting in concert with Oakley.

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