Scheme of Arrangement becomes Effective

Gooch & Housego PLC

16 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

16 October 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. (“ACP”))

implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective and Completion of the Acquisition

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 (the “Acquisition”). The Acquisition has been implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in relation to the Scheme was published on 30 July 2026 (the “Scheme Document”).

Scheme of arrangement becomes Effective

Further to the announcement made by G&H and Bidco on 14 October 2026 confirming that the Court had sanctioned the Scheme, and following delivery of a copy of the Scheme Court Order to the Registrar of Companies today, G&H and Bidco are pleased to announce that the Scheme has now become Effective. The Acquisition has therefore completed.

Settlement of the cash consideration

Under the terms of the Scheme, each Scheme Shareholder on the register of members of G&H at the Scheme Record Time, being 6:00 p.m. on 15 October 2026, is entitled to receive 1,230 pence in cash for each Scheme Share held by them at that time.

Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by the despatch of cheques in respect of Scheme Shares held in certificated form or the crediting of CREST accounts in respect of Scheme Shares held in uncertificated form, as soon as practicable, and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

Suspension and cancellation of admission to trading on AIM

Dealings in G&H Shares on AIM have been suspended. Following an application by G&H to the London Stock Exchange, the cancellation of the admission of G&H Shares to trading on AIM is expected to take effect by 7.00 a.m. on 19 October 2026.

As a result of the Scheme having become Effective, share certificates in respect of G&H Shares have ceased to be valid documents of title and entitlements to G&H Shares held in uncertificated form in CREST system are being cancelled.

Changes to the G&H Board

As the Scheme has now become Effective, G&H announces that Gary Bullard, Serena Lang, Louise Evans, Susan Searle and Jim Haynes have each tendered their resignation as directors of G&H and stepped down from the G&H Board.

Each of Peter Manos, Ben Ramundo and Mark Giragosian has been appointed as a director of G&H.

End of the Offer Period

G&H is no longer in an offer period as defined in the Takeover Code. Accordingly, the dealing disclosure requirements under Rule 8 of the Takeover Code have ceased to apply.

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.

- Ends -

Enquiries:

G&H
Gary Bullard, Charlie Peppiatt and James Corte	[phone]
Burson Buchanan — PR Adviser to G&H
Henry Harrison-Topham and Sophie Wills	G&[e-mail] [phone]
Investec Bank plc — Joint Financial Adviser, Nomad and Broker to G&H
Christopher Baird, Marc Potel, Carlton Nelson and Charles Craven	[phone]
Rothschild & Co — Joint Financial Adviser to G&H
Aadeesh Aggarwal and Sabina Pennings	[phone]
ACP
Kelsey Clute, Director of Investor Relations	[phone]

J.P. Morgan Cazenove — Sole Financial Adviser to ACP and Bidco
Saumitra Gorani, James Robinson, Stuart Jempson and Mayank Chaturvedi	[phone]
FGS Global — PR Adviser to ACP and Bidco
Guy Lamming, Charlie Chichester and Sam Moodie	[phone]

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 dispose 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 has been implemented solely pursuant to the terms of the Scheme Document which contains the full terms and conditions of the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme 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) ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Notices relating to financial advisers

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 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. 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.

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.

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.

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: 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.

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 [e-mail] or on 0371 664 0321 and [phone] (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 have been 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

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 appropriately authorised independent financial adviser.

 

END