Issue of Equity, Rule 2.9 Announcement and TVR

Gooch & Housego PLC

14 October 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.

FOR IMMEDIATE RELEASE

14 October 2026

Gooch & Housego PLC

("G&H" or the "Company")

Issue of Equity, Rule 2.9 Announcement and Total Voting Rights

Gooch & Housego PLC (AIM: GHH), the specialist manufacturer of photonic components and systems, announces that application has been made for 725,425 new ordinary shares of 20 pence each in the Company (“New Ordinary Shares”) to be issued to satisfy the exercise of employee options and the vesting of awards granted under the Company’s Long Term Incentive Plan (the “G&H LTIP”) in connection with the recommended cash acquisition by Greenlight Bidco Limited of the entire issued, and to be issued, ordinary share capital of the Company (the “Acquisition”), to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). The scheme document in relation to the Scheme was published on 30 July 2026 (the “Scheme Document”).

The New Ordinary Shares are being issued pursuant to the terms of the G&H LTIP, and the treatment of awards in connection with the Acquisition is as described in the Scheme Document. The issue of the New Ordinary Shares does not require the approval of the Company’s shareholders under Rule 21.1 of the City Code on Takeovers and Mergers (the “Code”) because it is made pursuant to existing obligations under the G&H LTIP and has been consented to by the Panel.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 15 October 2026. The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 20 pence each in the Company (“Ordinary Shares”). As the New Ordinary Shares will be issued before the Scheme Record Time, they will be subject to, and bound by, the Scheme.

Following Admission, the Company’s issued share capital will comprise 28,096,151 Ordinary Shares, each carrying one voting right. The Company does not hold any Ordinary Shares in treasury. Accordingly, the total number of voting rights in the Company will be 28,096,151.

The figure of 28,096,151 may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

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.

Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code, the Company confirms that, following Admission, it will have 28,096,151 Ordinary Shares in issue and admitted to trading on AIM. The International Securities Identification Number (ISIN) of the Ordinary Shares is GB0002259116.

For further information please contact:

Charlie Peppiatt, Chief Executive Officer	Gooch & Housego PLC	[phone]
Henry Harrison-Topham / Sophie Wills G&[e-mail]	Burson Buchanan	[phone]
Christopher Baird / Carlton Nelson	Investec Bank plc	[phone]

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 [phone] 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.

 

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