Recommended cash acquisition of Gooch & Housego
Summary by AI BETAClose X
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 JULY 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"))
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
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The boards of directors of Greenlight Bidco Limited ("Bidco") and Gooch & Housego PLC ("G&H") are pleased to announce that they have 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. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement between G&H and G&H Shareholders under Part 26 of the 2006 Act. |
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Under the terms of the Acquisition, each G&H Shareholder (where they qualified for the Interim Dividend) will be entitled to receive a total value of: |
1,234.9 pence for each G&H Share
comprising, for each G&H Share held:
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1,230.0 pence in cash per G&H Share (the "Cash Consideration"); and |
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the interim dividend of 4.9 pence per G&H Share declared on 2 June 2026 (the "Interim Dividend"), which qualifying G&H Shareholders who were on the register of members as at the close of business on 19 June 2026 are entitled to receive and retain without any reduction to the Cash Consideration (together with the Cash Consideration, the "Total Value"). |
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The Cash Consideration represents a premium of approximately: |
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40.7% to the Closing Price of 874.0 pence per G&H Share on 15 July 2026 (being the last Business Day before the date of this announcement); |
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34.0% to the volume-weighted average price of 918.0 pence per G&H Share for the one-month period ended 15 July 2026 (being the last Business Day before the date of this announcement); and |
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45.7% to the volume-weighted average price of 844.1 pence per G&H Share for the six-month period ended 15 July 2026 (being the last Business Day before the date of this announcement). |
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The Total Value represents a premium of approximately: |
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41.3% to the Closing Price of 874.0 pence per G&H Share on 15 July 2026 (being the last Business Day before the date of this announcement); |
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34.5% to the volume-weighted average price of 918.0 pence per G&H Share for the one-month period ended 15 July 2026 (being the last Business Day before the date of this announcement); and |
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46.3% to the volume-weighted average price of 844.1 pence per G&H Share for the six-month period ended 15 July 2026 (being the last Business Day before the date of this announcement). |
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The Cash Consideration: |
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values G&H's entire issued, and to be issued, ordinary share capital at approximately £345.6 million on a fully diluted basis; and |
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implies an enterprise value of £400.5 million and a multiple of approximately 25.9x G&H's adjusted operating profit for the twelve-month period ended 31 March 2026. |
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If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value (other than the Interim Dividend) is announced, declared, made or paid or becomes payable in respect of the G&H Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the G&H Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, G&H Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value. |
Interim Dividend
· The G&H Directors have declared the Interim Dividend for the half year ended 31 March 2026. The Interim Dividend will be paid by G&H on 24 July 2026 to qualifying G&H Shareholders who were on the register of members as at the close of business on 19 June 2026, without any reduction to the Cash Consideration.
· G&H Shareholders who are not entitled to receive the Interim Dividend, including G&H Shareholders who are not on the register of members of G&H at the relevant record time in respect of the Interim Dividend, shall receive the Cash Consideration only.
Recommendation
· The G&H Directors, who have been so advised by Investec and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Investec and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the G&H Directors intend to recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions, as the G&H Directors who hold G&H Shares have irrevocably undertaken to do in respect of their own (and where, applicable, their close relatives') beneficial holdings totalling 119,582 G&H Shares (representing approximately 0.44% of the existing issued ordinary share capital of G&H as at 15 July 2026, being the Business Day prior to the date of this announcement). These undertakings will remain binding in the event a higher competing offer is received. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.
Background to and reasons for the Acquisition
· As a world leading photonics engineering group, G&H is a differentiated franchise with a broad offering of mission-critical photonics and high-precision optical subsystems, increasing momentum in its aerospace & defence portfolio, and exposure to an attractive set of end-market segments, geographies, and customers.
· Through its extensive track record of investing in high quality, highly engineered and mission-critical companies in the aerospace, defence, life sciences and broader regulated sectors, ACP brings highly relevant expertise in the sectors within which G&H operates. Over the past 27 years, ACP has completed over 200 transactions and currently manages 24 portfolio companies, most of which participate in G&H's end markets.
· Select examples of investments made by ACP in sectors where G&H operates include:
o the acquisition of Highwater in 2026, a leading global naval services platform preserving Allied Naval readiness across the US and Australia;
o the acquisition of GRVTY in 2024, a defence technology company delivering leading edge solutions to address top national security priorities;
o the acquisition of Keel in 2023, a leading manufacturer of complex structures for the highest priority programs within the US navy, army, and air force;
o the acquisition of Exostar in 2023, a leading cloud-based secure business collaboration software provider serving highly regulated industries including aerospace and defence, healthcare and life sciences and banking, financial services and insurance;
o the acquisition of Stellant Systems in 2021, a premier designer and manufacturer of radio frequency and microwave amplification products serving defence, space, medical and industrial markets;
o the formation of BlueHalo in 2019, a provider of industry-leading capabilities in the domains of space technologies, c-UAS, directed energy, electronic warfare, cyber, artificial intelligence and other emerging technologies;
o the acquisition of Forged Solutions Group in 2019, a leading provider of complex, precision forgings to aerospace, defence and space customers;
o the acquisition of Tex-Tech Industries in 2017, a leading developer and manufacturer of proprietary, highly engineered solutions serving aerospace, space and defence, and specialty industrial end markets;
o the acquisition of Molecular Products in 2016, a leading manufacturer of advanced chemistry-based products serving the healthcare, defence and industrial markets;
o the acquisition of Endeavor Robotics in 2016, a leading independent provider of ground-based robotics systems for use in the most dangerous and hostile environments; and
o the acquisition of United Flexible in 2015, a global leader in the design, development, manufacture, and support of high performance mission-critical engineered solutions for the transfer of fluids and gases in extreme environments.
· ACP has long admired G&H and has been impressed by its reputation for quality, product expertise, technical performance, and innovation, underpinned by an increasing focus on R&D and capital spend to drive new product development and capacity expansion.
· ACP recognises the journey the G&H management team has embarked on in positioning G&H as an innovative, customer-focused solutions provider. Bidco believes it can support G&H's management team and employee base with a view to providing attractive and sustained growth and development opportunities for G&H and its wider stakeholders.
· Bidco believes that as a long-term, supportive partner to G&H, with access to additional capital and extensive industry knowledge, commercial relationships and operational expertise, Bidco can accelerate G&H's growth plans, support continued investment to fund innovation and R&D with a long-term horizon, and pursue selective M&A where strategically and financially attractive.
· Bidco believes that under private ownership and with ACP's experience, capabilities and long-term-partnership approach, it would be better able to support and accelerate G&H's strategy, consistent with the approach taken with other ACP investments within the sector.
Background to and reasons for the recommendation
G&H today and its strategic plan
· Since its formation in 1948, G&H has developed into a specialist designer and manufacturer of advanced photonic components and systems, serving customers across the industrial, life sciences, and aerospace & defence sectors. G&H has leading technical expertise and innovative capabilities in the photonics sector specialising in precision optics and systems, acousto-optics, electro-optics, fibre optics and modules.
· In June 2023, G&H announced a refreshed strategic plan to become an innovative, customer-focused technology company and the partner of choice in photonics. Since then, G&H has made good progress executing this strategy, including through operational improvement initiatives, portfolio review actions, targeted investment, and the integration of recent acquisitions.
· The Board is pleased with the progress made on implementing the strategic plan. G&H has continued to deliver strategic change to support G&H's margin expansion ambitions, with the "speed to value" acquisitions of Artemis Optical, Phoenix Optical and Global Photonics now fully integrated. G&H's order book at 31 March 2026 increased by 16.5% on a constant currency basis to £167.3 million (30 September 2025: £142.4 million). Operational and supply chain investments are delivering results: productivity improvements at the Moorpark and Ilminster precision optics sites are supporting the aerospace & defence turnaround, production output has increased, and G&H continues to invest to meet increased customer demand, address bottlenecks and ease capacity constraints. G&H is also maintaining targeted R&D investment in higher margin products over the medium term. G&H operates from 11 sites, plus from several contract manufacturing partners specialising in photonics in the UK, US and Asia.
· Despite this progress, G&H continues to face global uncertainties which remain a risk to the near-term execution of G&H's strategy. Geopolitical uncertainty and supply chain disruption continue to affect the timing and scale of recovery in certain markets. The macroeconomic background remains volatile with fluid tariff policies, retaliatory measures and continued unrest in Ukraine and the Middle East. G&H's direct exposure to those countries that have been subjected to the current most significant tariff increases on imports to the US is limited but exposure to more general market instability persists with potential for order delays and inflationary impacts of increasing global tariffs. G&H has been able to re-source the supply of certain key raw materials where availability has been restricted and accordingly G&H continues to hold higher stock levels. Cost increases arising from these developments are being passed on through higher pricing where possible.
· G&H has strengthened its position in germanium-related products, which are critical to a number of aerospace & defence and semiconductor applications. However, germanium prices have increased significantly both year on year and year to date. Raw material availability remains constrained and variable, and while G&H has taken steps to optimise sourcing and improve resilience, its relative scale means that such pressures are more difficult to absorb in set financial reporting periods which are publicly announced, particularly while continuing to invest in strategic growth.
· The Board remains confident in G&H's ability to drive further profitable growth, supported by its differentiated photonics expertise, the long-term growth in aerospace & defence, recovery in the semiconductor market, and alignment to structurally attractive end markets.
Considerations in respect of ACP's Offer
· The Board did not solicit an offer for G&H, although it regularly evaluates opportunities to maximise shareholder value.
· ACP made a series of unsolicited proposals to the Board, all of which were carefully considered and rejected on the basis that they did not appropriately reflect the value of G&H and its future prospects. Following a subsequent proposal at 1,230.0 pence per share, ACP was granted access to certain information on G&H and a small number of the management team in order to undertake due diligence and progress discussions.
· While the Board remains confident in its ability to deliver sustainable value for shareholders, the Board recognises that the Acquisition provides G&H Shareholders with immediate and certain value in cash at a significant premium to both the share price on the day prior to this announcement and to trading levels over the past three years, while also recognising the value of G&H's strategy, market positions and long-term growth prospects. The Cash Consideration represents fair value when compared to average selected precedent sector transaction multiples. The Board believes the Cash Consideration reflects today's value in cash of G&H's internal long-term future cashflows discounted at an appropriate weighted average cost of capital.
· Based on the Cash Consideration of 1,230.0 pence per G&H Share and the twelve-month period ended 31 March 2026, the Cash Consideration represents a historic EV / Adjusted operating profit of 25.9x and historic Price / Adjusted Earnings of 35.4x versus G&H's historic EV / Adjusted operating profit of 19.4x and a historic Price / Adjusted Earnings of 25.2x based on the Closing Price of 874.0 pence on 15 July 2026 (being the last Business Day before the date of this announcement) and the twelve-month period ended 31 March 2026.
· Although the Board remains confident in G&H's medium-term prospects and its ability to capitalise on the structural growth drivers in its end-markets, delivering the full benefits of G&H's strategy would require continued execution and improvement and remains subject to a number of risks, including customer programme timing, supply-chain constraints, broader macroeconomic conditions and the pace of recovery in certain end markets. The Board has also considered G&H's position as a smaller AIM-listed company, the liquidity in its shares and the broader UK small and mid-cap market backdrop.
· The Board also recognises that, under private ownership, G&H may be better placed to accelerate the execution of its strategy by investing materially more capital, at a faster rate, behind growth opportunities. This may include pursuing selective M&A, which may result in significantly higher short-term debt and assessing operational initiatives across its specialist sites and end-markets with greater flexibility than would be available to it as a smaller, AIM-listed company.
· The Board is also mindful that G&H operates at a smaller scale than certain of its competitors, at a time when a number of the end-markets in which it operates are continuing to consolidate. In that context, the Board believes that G&H's US business is of particular strategic importance, given the increasing relevance of local manufacturing, supply-chain resilience and customer proximity in a more localising and de-globalising environment.
· The Board also recognises the importance of continuing to attract and retain high-quality management and specialist technical talent in competitive international markets. As a UK-listed company of G&H's size, G&H faces constraints in ensuring that its remuneration arrangements remain competitive with larger international and private-company peers. The Board has also taken into account recent shareholder feedback on remuneration.
· In evaluating ACP as a long-term partner for G&H, the Board has taken into account ACP's experience investing in technically complex, highly regulated and mission-critical end markets, including aerospace & defence, life sciences and other specialist industrial technology sectors. The Board believes this experience is relevant to G&H's customer base, qualification requirements, programme cycles and supply-chain complexity. ACP has demonstrated an appreciation of G&H's technical capabilities and strategic opportunities, including the potential to accelerate investment in operational capability and innovation and support selective M&A in adjacent specialist technology markets. The Board has noted ACP's stated intentions regarding the future of the business, including its support for G&H's strategy and growth ambitions, and believes that ACP's ownership would provide G&H with access to capital and strategic flexibility to support the next phase of its development. In considering the Offer, the Board has taken into account ACP's stated intentions for all its stakeholders, including its employees, customers, and broader network of stakeholders.
· Accordingly, having taken into account all the above factors, and having been so advised by Investec Bank plc and Rothschild & Co as to the financial terms of the Offer, the G&H Directors consider the terms of the Offer to be fair and reasonable. In providing their advice, Investec Bank plc and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec Bank plc and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.
· The G&H Directors therefore intend to recommend unanimously that Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the G&H Directors who hold G&H Shares have irrevocably undertaken to do in respect of their own (and where, applicable, their close relatives') beneficial holdings.
Irrevocable undertakings
· Bidco has received irrevocable undertakings from the G&H Directors who hold G&H Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 119,582 G&H Shares (representing approximately 0.44% of the existing issued ordinary share capital of G&H) as at 15 July 2026, being the Business Day prior to the date of this announcement. These undertakings will remain binding in the event that a higher competing offer for G&H is made.
· Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.
Information on Bidco and ACP
· Bidco is a private limited company incorporated in England and Wales. Bidco is a newly-formed vehicle, indirectly owned by ACP. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
· ACP is a Washington, DC-based private equity firm that has raised over $14.0 billion of committed capital, focused on growth areas within key regulated sectors including: aerospace and defence, government services and technology, healthcare, and business services and software. ACP is a global investor, with investee businesses primarily located in North America, the UK and Australia. The firm's principals have significant private equity experience, having completed over 200 transactions over the past 27 years. ACP's extensive aerospace and defence and healthcare manufacturing industry experience has enabled it to serve as value-added partners and to make successful investments in these sectors.
Information on G&H
· G&H is a specialist designer and manufacturer of advanced photonic components and systems, serving customers across the aerospace & defence, industrial and life sciences markets. G&H has leading technical expertise and innovative capabilities in the photonics sector, specialising in precision optics and optical systems, acousto- and electro-optics, fibre optics and thin film coatings.
· Headquartered in Ilminster, Somerset, United Kingdom, G&H operates from 11 manufacturing sites, supported by several contract manufacturing partners specialising in photonics in the UK, US and Asia. G&H also maintains a commercial presence across Continental Europe and the wider Asia Pacific.
· G&H serves three principal end markets:
o Aerospace & Defence: delivering mission-critical optics and optical systems used in land, air and sea applications, including, among others, imaging and sighting systems, AFV periscopes, directed-energy applications, countermeasures, space laser communications and super-polished components for ring-laser gyroscopes used in navigation. For the year ended 30 September 2025, the segment generated revenue of £52.4 million.
o Industrial: supplying acousto-optic and electro-optic components and systems for industrial lasers, microelectronics processing and advanced photolithography, as well as precision and fibre-optic solutions used in semiconductor, telecommunications, sensing and subsea applications. For the year ended 30 September 2025, the segment generated revenue of £64.3 million.
o Life Sciences: designing and manufacturing optical components and lens assemblies for medical devices and providing subsystem and full system solutions for medical diagnostic instruments. G&H offers full product development, regulatory compliance, certified manufacturing and after-sales service. For the year ended 30 September 2025, the segment generated revenue of £33.7 million.
· For the year ended 30 September 2025, G&H reported revenue of £150.5 million and adjusted profit before tax of £11.9 million, with an order book of £142.4 million and order intake of £178.6 million. Net debt at year end was £43.9 million (£29.9 million excluding lease liabilities).
· G&H's expanding order book and robust demand in aerospace & defence provide good visibility through the remainder of FY26 and into the medium term. In H1 2026, revenue increased by 15.5% to £81.9 million (H1 2025: £70.9 million), and adjusted operating profit increased by 16.9% to £7.2 million (H1 2025: £6.2 million), with adjusted operating margin improving slightly to 8.8%. Net debt to EBITDA leverage increased from 1.3x to 1.5x. G&H's order book increased by 16.5% on a constant currency basis to £167.3 million (September 2025: £142.4 million). Whilst G&H's FY26 trading performance was already expected to be weighted towards the second half of the financial year, the Board now expects this weighting to be more pronounced in Q4 FY26, reflecting the impact of supply chain constraints on the anticipated timing of order book conversion and programme deliveries.
· Aerospace & defence revenue increased by 51.7% to £35.6 million in H1 2026, with margin improving to 10.2%. Industrial revenue remained flat at £30.3 million, with adjusted operating margin increasing slightly to 12.7%; order intake improved, supported by the recovery in semiconductor-related end markets, including processing, sensing and advanced microelectronics. Life sciences revenue decreased 7.7% to £16.0 million, with adjusted operating margin declining to 4.6%.
· M&A is a core component of G&H's strategy. Recent strategic actions include the "speed-to-value" acquisitions of GS Optics (June 2023), Artemis Optical (July 2023), Phoenix Optical (October 2024) and US-based Global Photonics (June 2025), which strengthened G&H's precision optics, optical systems and thin film coating capabilities and expanded its North American platform. Integration of these businesses is largely complete, particularly supporting new defence orders from customers in the US, UK and Europe. G&H also completed the divestment of EM4 in March 2024. G&H continues to assess further opportunities for M&A.
· As at 15 July 2026, being the last Business Day prior to the date of this announcement, G&H's fully diluted market capitalisation was £245.6 million. G&H's shares are admitted to trading on AIM under the ticker GHH. For more information, visit www.gandh.com.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement between G&H and G&H Shareholders under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement for such time as it is continuing).
· The terms of the Acquisition will be put to G&H Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable G&H Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme.
· In order to become Effective:
· the Scheme must be approved by a majority in number of G&H Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75% or more in value of the Scheme Shares voted;
· a special resolution implementing the Scheme must be passed by G&H Shareholders representing at least 75% of votes cast at the General Meeting;
· following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and G&H); and
· following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.
· The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document. The Conditions include the receipt of regulatory approvals, including (i) clearance in the UK under the National Security and Investment Act 2021 and (ii) merger control clearance in the US pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, each as further described in this announcement.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to G&H Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as G&H, Bidco and the Panel agree) and the Meetings are expected to be held as soon as reasonably practicable thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Bidco's website at www.displaydocuments.co.uk and on G&H's website at www.gandh.com.
· The Acquisition is currently expected to complete during the fourth quarter of 2026, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.
· Commenting on this announcement, Gary Bullard, the Chairman of G&H, said:
"G&H has established a leading position in the photonics industry, designing and manufacturing advanced optical components and complex systems for critical applications across aerospace and defence, industrial and life sciences markets. The Board remains confident in the G&H Group's standalone strategy and the progress made in recent years.
The offer provides G&H Shareholders with immediate and certain value in cash at a significant premium to recent share price levels, while also recognising the value of G&H's strategy, market position and long-term growth prospects. The Board intends to recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions."
· Commenting on this announcement, Peter Manos, Managing Partner of ACP, said:
"G&H has built an exceptional reputation as a precision photonics and optical systems supplier to the aerospace, defense, industrial, and life sciences end markets. These technologies are increasingly critical to next-generation optical and sensing applications and we are excited to partner with Charlie Peppiatt (CEO), James Corte (CFO), and G&H's existing management team to address the rising needs of their growing customer base."
· Commenting on this announcement, Ben Ramundo, Managing Director of ACP, said:
"We look forward to leveraging our experience growing advanced manufacturing platforms to deliver the valuable combination of scale and scientific precision to G&H's customers. With a longer-term horizon for investing in sovereign capacity, innovation and human capital, G&H can not only strengthen today's foundation but also establish itself as a market leader in the photonics and optical applications of tomorrow."
This summary should be read in conjunction with the following announcement and the Appendices. The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.
· The person responsible for arranging release of this announcement on behalf of G&H is James Corte, Chief Financial Officer.
Enquiries
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ACP Kelsey Clute, Director of Investor Relations
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+1 202-846-2373 |
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J.P. Morgan Cazenove (Sole Financial Adviser to ACP and Bidco) Saumitra Gorani, James Robinson, Stuart Jempson and Mayank Chaturvedi
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+44 (0) 20 3493 8000 |
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FGS Global (PR Adviser to ACP and Bidco) |
+44 (0) 207 251 3801 |
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Guy Lamming, Charlie Chichester and Sam Moodie |
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G&H Gary Bullard, Charlie Peppiatt and James Corte
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+44 1460 256440 |
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Burson Buchanan (PR Adviser to G&H) Henry Harrison-Topham, Sophie Wills and Abigail Gilchrist G&H@buchanan.uk.com
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+44 (0) 20 7466 5000 |
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Investec Bank plc (Joint Financial Adviser, Nomad and Broker to G&H) Christopher Baird, Marc Potel, Carlton Nelson and Charles Craven
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+44 (0)20 7597 5970 |
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Rothschild & Co (Joint Financial Adviser to G&H) Aadeesh Aggarwal and Sabina Pennings |
+44 (0)20 7280 5000 |
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and ACP.
Burges Salmon LLP is acting as legal adviser to G&H.
Further information
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 matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement 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.
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.
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 will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of G&H, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure (if any) in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon (London time) on 30 July 2026.
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) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK 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 UK 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 UK or who are subject to the laws of any jurisdiction other than the UK (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 or to vote their G&H Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, 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 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws or regulations of that jurisdiction. 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 or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to overseas shareholders will be included in 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.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the US, such Offer will be made in compliance with the applicable US laws and regulations.
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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ACP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, G&H Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as an exempt principal trader in G&H Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
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.
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: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; 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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 1% 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(s), 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 pm (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 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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.displaydocuments.co.uk and on G&H's website at www.gandh.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for G&H for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for G&H.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, G&H Shareholders, persons with information rights and participants in the G&H Share Plan may request a hard copy of this announcement, free of charge, by contacting G&H's registrars, MUFG, during business hours at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0300 and +44 (0) 371 664 0300 (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 09:00 - 17:30, 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 be 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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement for such time as it is continuing, to implement the Acquisition by way of an Offer as an alternative to the Scheme.
If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining G&H Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase G&H Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, G&H confirms that, as at 15 July 2026, it had in issue 27,370,726 ordinary shares of 20 pence each. G&H holds nil ordinary shares in treasury. The International Securities Identification Number ("ISIN") for the shares is GB0002259116 and the legal entity identifier ("LEI") of G&H is 213800DO3D00KYOPA952.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of ACP will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the US. Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the US would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the US absent registration or an exemption from registration.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 JULY 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.)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco and G&H are pleased to announce that they have 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.
It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement between G&H and G&H Shareholders under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement for such time as it is continuing).
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each G&H Shareholder (where they qualified for the Interim Dividend) will be entitled to receive a total value of:
1,234.9 pence for each G&H Share
comprising, for each G&H Share held:
· 1,230.0 pence in cash per G&H Share (the "Cash Consideration"); and
· the interim dividend of 4.9 pence per G&H Share declared on 2 June 2026 (the "Interim Dividend"), which qualifying G&H Shareholders who were on the register of members as at the close of business on 19 June 2026 are entitled to receive and retain without any reduction to the Cash Consideration (together with the Cash Consideration, the "Total Value").
The Cash Consideration represents a premium of approximately:
· 40.7% to the Closing Price of 874.0 pence per G&H Share on 15 July 2026 (being the last Business Day before the date of this announcement);
· 34.0% to the volume-weighted average price of 918.0 pence per G&H Share for the one-month period ended 15 July 2026 (being the last Business Day before the date of this announcement); and
· 45.7% to the volume-weighted average price of 844.1 pence per G&H Share for the six-month period ended 15 July 2026 (being the last Business Day before the date of this announcement).
The Total Value represents a premium of approximately:
· 41.3% to the Closing Price of 874.0 pence per G&H Share on 15 July 2026 (being the last Business Day before the date of this announcement);
· 34.5% to the volume-weighted average price of 918.0 pence per G&H Share for the one-month period ended 15 July 2026 (being the last Business Day before the date of this announcement); and
· 46.3% to the volume-weighted average price of 844.1 pence per G&H Share for the six-month period ended 15 July 2026 (being the last Business Day before the date of this announcement).
The Cash Consideration:
· values G&H's entire issued, and to be issued, ordinary share capital at approximately £345.6 million on a fully diluted basis; and
· implies an enterprise value of £400.5 million and a multiple of approximately 25.9x G&H's adjusted operating profit for the twelve-month period ended 31 March 2026.
The G&H Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) (if any) announced, declared, made or paid with a record date on or after the Effective Date.
If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value (other than the Interim Dividend) is announced, declared, made or paid or becomes payable in respect of the G&H Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the G&H Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, G&H Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
3 Interim dividend
The G&H Directors have declared the Interim Dividend for the half year ended 31 March 2026. The Interim Dividend will be paid by G&H on 24 July 2026 to qualifying G&H Shareholders who were on the register of members as at the close of business on 19 June 2026, without any reduction to the Cash Consideration.
G&H Shareholders who are not entitled to receive the Interim Dividend, including G&H Shareholders who are not on the register of members of G&H at the relevant record time in respect of the Interim Dividend, shall receive the Cash Consideration only.
4 Background to and reasons for the Acquisition
As a world leading photonics engineering group, G&H is a differentiated franchise with a broad offering of mission-critical photonics and high-precision optical subsystems, increasing momentum in its aerospace & defence portfolio, and exposure to an attractive set of end-market segments, geographies, and customers.
Through its extensive track record of investing in high quality, highly engineered and mission-critical companies in the aerospace, defence, life sciences and broader regulated sectors, ACP brings highly relevant expertise in the sectors within which G&H operates. Over the past 27 years, ACP has completed over 200 transactions and currently manages 24 portfolio companies, most of which participate in G&H's end markets.
Select examples of investments made by ACP in sectors where G&H operates include:
· the acquisition of Highwater in 2026, a leading global naval services platform preserving Allied Naval readiness across the US and Australia;
· the acquisition of GRVTY in 2024, a defence technology company delivering leading edge solutions to address top national security priorities;
· the acquisition of Keel in 2023, a leading manufacturer of complex structures for the highest priority programs within the US navy, army, and air force;
· the acquisition of Exostar in 2023, a leading cloud-based secure business collaboration software provider serving highly regulated industries including aerospace and defence, healthcare and life sciences and banking, financial services and insurance;
· the acquisition of Stellant Systems in 2021, a premier designer and manufacturer of radio frequency and microwave amplification products serving defence, space, medical and industrial markets;
· the formation of BlueHalo in 2019, a provider of industry-leading capabilities in the domains of Space Technologies, c-UAS, Directed Energy, Electronic Warfare, Cyber, Artificial Intelligence and other Emerging Technologies;
· the acquisition of Forged Solutions Group in 2019, a leading provider of complex, precision forgings to aerospace, defence and space customers;
· the acquisition of Tex-Tech Industries in 2017, a leading developer and manufacturer of proprietary, highly engineered solutions serving aerospace, space and defence, and specialty industrial end markets;
· the acquisition of Molecular Products in 2016, a leading manufacturer of advanced chemistry-based products serving the healthcare, defence and industrial markets;
· the acquisition of Endeavor Robotics in 2016, a leading independent provider of ground-based robotics systems for use in the most dangerous and hostile environments; and
· the acquisition of United Flexible in 2015, a global leader in the design, development, manufacture, and support of high performance mission-critical engineered solutions for the transfer of fluids and gases in extreme environments.
ACP has long admired G&H and has been impressed by its reputation for quality, product expertise, technical performance, and innovation, underpinned by an increasing focus on R&D and capital spend to drive new product development and capacity expansion.
ACP recognises the journey the G&H management team has embarked on in positioning G&H as an innovative, customer-focused solutions provider. Bidco believes it can support G&H's management team and employee base with a view to providing attractive and sustained growth and development opportunities for G&H and its wider stakeholders.
Bidco believes that as a long-term, supportive partner to G&H, with access to additional capital and extensive industry knowledge, commercial relationships and operational expertise, Bidco can accelerate G&H's growth plans, support continued investment to fund innovation and R&D with a long-term horizon, and pursue selective M&A where strategically and financially attractive.
Bidco believes that under private ownership and with ACP's experience, capabilities and long-term-partnership approach, it would be better able to support and accelerate G&H's strategy, consistent with the approach taken with other ACP investments within the sector.
5 Recommendation
The G&H Directors, who have been so advised by Investec and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Investec and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the G&H Directors intend to recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions, as the G&H Directors who hold G&H Shares have irrevocably undertaken to do in respect of their own (and where, applicable, their close relatives') beneficial holdings totalling 119,582 G&H Shares (representing approximately 0.44% of the existing issued ordinary share capital of G&H as at 15 July 2026, being the Business Day prior to the date of this announcement). These undertakings will remain binding in the event a higher competing offer is received. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.
6 Background to and reasons for the recommendation
G&H today and its strategic plan
Since its formation in 1948, G&H has developed into a specialist designer and manufacturer of advanced photonic components and systems, serving customers across the industrial, life sciences, and aerospace & defence sectors. G&H has leading technical expertise and innovative capabilities in the photonics sector specialising in precision optics and systems, acousto-optics, electro-optics, fibre optics and modules.
In June 2023, G&H announced a refreshed strategic plan to become an innovative, customer-focused technology company and the partner of choice in photonics. Since then, G&H has made good progress executing this strategy, including through operational improvement initiatives, portfolio review actions, targeted investment, and the integration of recent acquisitions.
The Board is pleased with the progress made on implementing the strategic plan. G&H has continued to deliver strategic change to support G&H's margin expansion ambitions, with the "speed to value" acquisitions of Artemis Optical, Phoenix Optical and Global Photonics now fully integrated. G&H's order book at 31 March 2026 increased by 16.5% on a constant currency basis to £167.3 million (30 September 2025: £142.4 million). Operational and supply chain investments are delivering results: productivity improvements at the Moorpark and Ilminster precision optics sites are supporting the aerospace & defence turnaround, production output has increased, and G&H continues to invest to meet increased customer demand, address bottlenecks and ease capacity constraints. G&H is also maintaining targeted R&D investment in higher margin products over the medium term. G&H operates from 11 sites, plus from several contract manufacturing partners specialising in photonics in the UK, US and Asia.
Despite this progress, G&H continues to face global uncertainties which remain a risk to the near-term execution of G&H's strategy. Geopolitical uncertainty and supply chain disruption continue to affect the timing and scale of recovery in certain markets. The macroeconomic background remains volatile with fluid tariff policies, retaliatory measures and continued unrest in Ukraine and the Middle East. G&H's direct exposure to those countries that have been subjected to the current most significant tariff increases on imports to the US is limited but exposure to more general market instability persists with potential for order delays and inflationary impacts of increasing global tariffs. G&H has been able to re-source the supply of certain key raw materials where availability has been restricted and accordingly G&H continues to hold higher stock levels. Cost increases arising from these developments are being passed on through higher pricing where possible.
G&H has strengthened its position in germanium-related products, which are critical to a number of aerospace & defence and semiconductor applications. However, germanium prices have increased significantly both year on year and year to date. Raw material availability remains constrained and variable, and while G&H has taken steps to optimise sourcing and improve resilience, its relative scale means that such pressures are more difficult to absorb in set financial reporting periods which are publicly announced, particularly while continuing to invest in strategic growth.
The Board remains confident in G&H's ability to drive further profitable growth, supported by its differentiated photonics expertise, the long-term growth in aerospace & defence, recovery in the semiconductor market, and alignment to structurally attractive end markets.
Considerations in respect of ACP's Offer
The Board did not solicit an offer for G&H, although it regularly evaluates opportunities to maximise shareholder value.
ACP made a series of unsolicited proposals to the Board, all of which were carefully considered and rejected on the basis that they did not appropriately reflect the value of G&H and its future prospects. Following a subsequent proposal at 1,230.0 pence per share, ACP was granted access to certain information on G&H and a small number of the management team in order to undertake due diligence and progress discussions.
While the Board remains confident in its ability to deliver sustainable value for shareholders, the Board recognises that the Acquisition provides G&H Shareholders with immediate and certain value in cash at a significant premium to both the share price on the day prior to this announcement and to trading levels over the past three years, while also recognising the value of G&H's strategy, market positions and long-term growth prospects. The Cash Consideration represents fair value when compared to average selected precedent sector transaction multiples. The Board believes the Cash Consideration reflects today's value in cash of G&H's internal long-term future cashflows discounted at an appropriate weighted average cost of capital.
Based on the Cash Consideration of 1,230.0 pence per G&H Share and the twelve-month period ended 31 March 2026, the Cash Consideration represents a historic EV / Adjusted operating profit of 25.9x and a historic Price / Adjusted Earnings of 35.4x versus G&H's historic EV / Adjusted operating profit of 19.4x and a historic Price / Adjusted Earnings of 25.2x based on the Closing Price of 874.0 pence on 15 July 2026 (being the last Business Day before the date of this announcement) and the twelve-month period ended 31 March 2026.
Although the Board remains confident in G&H's medium-term prospects and its ability to capitalise on the structural growth drivers in its end-markets, delivering the full benefits of G&H's strategy would require continued execution and improvement and remains subject to a number of risks, including customer programme timing, supply-chain constraints, broader macroeconomic conditions and the pace of recovery in certain end markets. The Board has also considered G&H's position as a smaller AIM-listed company, the liquidity in its shares and the broader UK small and mid-cap market backdrop.
The Board also recognises that, under private ownership, G&H may be better placed to accelerate the execution of its strategy by investing materially more capital, at a faster rate, behind growth opportunities. This may include pursuing selective M&A, which may result in significantly higher short-term debt and assessing operational initiatives across its specialist sites and end-markets with greater flexibility than would be available to it as a smaller, AIM-listed company.
The Board is also mindful that G&H operates at a smaller scale than certain of its competitors, at a time when a number of the end-markets in which it operates are continuing to consolidate. In that context, the Board believes that G&H's US business is of particular strategic importance, given the increasing relevance of local manufacturing, supply-chain resilience and customer proximity in a more localising and de-globalising environment.
The Board also recognises the importance of continuing to attract and retain high-quality management and specialist technical talent in competitive international markets. As a UK-listed company of G&H's size, G&H faces constraints in ensuring that its remuneration arrangements remain competitive with larger international and private-company peers. The Board has also taken into account recent shareholder feedback on remuneration.
In evaluating ACP as a long-term partner for G&H, the Board has taken into account ACP's experience investing in technically complex, highly regulated and mission-critical end markets, including aerospace & defence, life sciences and other specialist industrial technology sectors. The Board believes this experience is relevant to G&H's customer base, qualification requirements, programme cycles and supply-chain complexity. ACP has demonstrated an appreciation of G&H's technical capabilities and strategic opportunities, including the potential to accelerate investment in operational capability and innovation and support selective M&A in adjacent specialist technology markets. The Board has noted ACP's stated intentions regarding the future of the business, including its support for G&H's strategy and growth ambitions, and believes that ACP's ownership would provide G&H with access to capital and strategic flexibility to support the next phase of its development. In considering the Offer, the Board has taken into account ACP's stated intentions for all its stakeholders, including its employees, customers, and broader network of stakeholders.
Accordingly, having taken into account all the above factors, and having been so advised by Investec Bank plc and Rothschild & Co as to the financial terms of the Offer, the G&H Directors consider the terms of the Offer to be fair and reasonable. In providing their advice, Investec Bank plc and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec Bank plc and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.
The G&H Directors therefore intend to recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the G&H Directors who hold G&H Shares have irrevocably undertaken to do in respect of their own (and where, applicable, their close relatives') beneficial holdings.
7 Information relating to Bidco and ACP
Bidco
Bidco is a private limited company incorporated in England and Wales. Bidco is a newly-formed vehicle, indirectly owned by ACP. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
The current directors of Bidco are Peter Manos, Ben Ramundo and Mark Giragosian. Further details in relation to Bidco will be contained in the Scheme Document.
ACP
ACP is a Washington, DC-based private equity firm that has raised over $14.0 billion of committed capital, focused on growth areas within key regulated sectors including: aerospace and defence, government services and technology, healthcare, and business services and software. ACP is a global investor, with investee businesses primarily located in North America, the UK and Australia. The firm's principals have significant private equity experience, having completed over 200 transactions over the past 27 years. ACP's extensive aerospace and defence and healthcare manufacturing industry experience has enabled it to serve as value-added partners and to make successful investments in these sectors.
8 Information relating to G&H
G&H is a specialist designer and manufacturer of advanced photonic components and systems, serving customers across the aerospace & defence, industrial and life sciences markets. G&H has leading technical expertise and innovative capabilities in the photonics sector, specialising in precision optics and optical systems, acousto- and electro-optics, fibre optics and thin film coatings.
Headquartered in Ilminster, Somerset, United Kingdom, G&H operates from 11 manufacturing sites, supported by several contract manufacturing partners specialising in photonics in the UK, US and Asia. G&H also maintains a commercial presence across Continental Europe and the wider Asia Pacific.
· G&H serves three principal end markets:
o Aerospace & Defence: delivering mission-critical optics and optical systems used in land, air and sea applications, including, among others, imaging and sighting systems, AFV periscopes, directed-energy applications, countermeasures, space laser communications and super-polished components for ring-laser gyroscopes used in navigation. For the year ended 30 September 2025, the segment generated revenue of £52.4 million.
o Industrial: supplying acousto-optic and electro-optic components and systems for industrial lasers, microelectronics processing and advanced photolithography, as well as precision and fibre-optic solutions used in semiconductor, telecommunications, sensing and subsea applications. For the year ended 30 September 2025, the segment generated revenue of £64.3 million.
o Life Sciences: designing and manufacturing optical components and lens assemblies for medical devices and providing subsystem and full system solutions for medical diagnostic instruments. G&H offers full product development, regulatory compliance, certified manufacturing and after-sales service. For the year ended 30 September 2025, the segment generated revenue of £33.7 million.
For the year ended 30 September 2025, G&H reported revenue of £150.5 million and adjusted profit before tax of £11.9 million, with an order book of £142.4 million and order intake of £178.6 million. Net debt at year end was £43.9 million (£29.9 million excluding lease liabilities).
G&H's expanding order book and robust demand in aerospace & defence provide good visibility through the remainder of FY26 and into the medium term. In H1 2026, revenue increased by 15.5% to £81.9 million (H1 2025: £70.9 million), and adjusted operating profit increased by 16.9% to £7.2 million (H1 2025: £6.2 million), with adjusted operating margin improving slightly to 8.8%. Net debt to EBITDA leverage increased from 1.3x to 1.5x. G&H's order book increased by 16.5% on a constant currency basis to £167.3 million (September 2025: £142.4 million). Whilst G&H's FY26 trading performance was already expected to be weighted towards the second half of the financial year, the Board now expects this weighting to be more pronounced in Q4 FY26, reflecting the impact of supply chain constraints on the anticipated timing of order book conversion and programme deliveries.
Aerospace & defence revenue increased by 51.7% to £35.6 million in H1 2026, with margin improving to 10.2%. Industrial revenue remained flat at £30.3 million, with adjusted operating margin increasing slightly to 12.7%; order intake improved, supported by the recovery in semiconductor-related end markets, including processing, sensing and advanced microelectronics. Life sciences revenue decreased 7.7% to £16.0 million, with adjusted operating margin declining to 4.6%.
M&A is a core component of G&H's strategy. Recent strategic actions include the "speed-to-value" acquisitions of GS Optics (June 2023), Artemis Optical (July 2023), Phoenix Optical (October 2024) and US-based Global Photonics (June 2025), which strengthened G&H's precision optics, optical systems and thin film coating capabilities and expanded its North American platform. Integration of these businesses is largely complete, particularly supporting new defence orders from customers in the US, UK and Europe. G&H also completed the divestment of EM4 in March 2024. G&H continues to assess further opportunities for M&A.
As at 15 July 2026, being the last Business Day prior to the date of this announcement, G&H's fully diluted market capitalisation was £245.6 million. G&H's shares are admitted to trading on AIM under the ticker GHH. For more information, visit www.gandh.com.
9 Irrevocable undertakings
As described above, Bidco has received irrevocable undertakings from the G&H Directors who hold G&H Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 119,582 G&H Shares (representing approximately 0.44% of the existing issued ordinary share capital of G&H as at 15 July 2026, being the Business Day prior to the date of this announcement). The undertakings will remain binding in the event that a higher competing offer for G&H is made.
Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.
10 Financing of the Acquisition
The Cash Consideration payable to G&H Shareholders under the terms of the Acquisition will be financed by equity to be invested by ACP.
J.P. Morgan Cazenove, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to G&H Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
11 Offer‑related arrangements
Confidentiality Agreement
On 29 May 2026, ACP, on behalf of Bidco, and G&H entered into the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, ACP, on behalf of Bidco, has undertaken to: (i) subject to certain exceptions, keep information relating to G&H and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) completion of the Acquisition and (b) 29 May 2028. The Confidentiality Agreement also contains undertakings from ACP and its affiliates that for a period of 18 months after the date of the Confidentiality Agreement, they will not directly or indirectly solicit, endeavour to entice away, employ or offer to employ directly or indirectly any current director, officer or employee of the G&H Group, employed in a senior managerial or executive capacity, or a senior technical role, with whom contact has first been made in connection with the Acquisition (subject to customary carve-outs).
Clean Team Agreement
On 8 June 2026, ACP, on behalf of Bidco, and G&H entered into a Clean Team Agreement which sets out, among other things, how any confidential information that is competitively sensitive can be disclosed, used or shared between ACP's clean team individuals and/or external advisers and G&H's clean team individuals and/or external advisers.
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and G&H have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing appropriate proposals in accordance with Rule 15 of the Takeover Code in relation to the G&H Share Plan. In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement may terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a third party announces a firm intention to make an offer for G&H which completes, becomes effective or becomes unconditional, if prior to the Long Stop Date any Condition has become incapable of satisfaction and has been invoked by Bidco (with the consent of the Panel), if the G&H Directors withdraw their recommendation of the Acquisition or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and G&H. Pursuant to the terms of the Cooperation Agreement and the requirements of Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to G&H on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than certain of the Scheme Conditions, as defined therein); or (ii) subject to obtaining the consent of the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.
12 Disclosure of interests in G&H securities
Except for the irrevocable undertakings referred to in paragraph 9 above and Appendix 3, as at 15 July 2026 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any G&H Shares or securities convertible or exchangeable into G&H Shares; or (ii) had any short positions in respect of relevant securities of G&H (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) has borrowed or lent any relevant securities of G&H (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Takeover Code.
It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of G&H, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure (if any) in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon (London time) on 30 July 2026.
'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.
13 Directors, management, employees, pensions, research and development and locations
Strategic plans for G&H
Bidco believes that G&H is a highly attractive, differentiated business franchise with a broad offering of mission-critical photonics and high-precision optical subsystems, which benefits from an established position in the global photonics industry, increasing momentum in its aerospace & defence portfolio, and exposure to an attractive set of end-market segments, geographies, and customers.
Bidco is supportive of G&H's strategy and desire to scale its business, and in particular its existing and disciplined M&A strategy, expansion of its aerospace & defence end market exposure and preserving a culture in line with G&H's Value and Behaviours guide that continues to attract and retain top-tier industry talent. Bidco believes that the successful execution of these strategies and any further strategies identified in the Evaluation referred to below can be underpinned and enhanced without the pressures of being a listed business, and private ownership allows access to additional capital and industry expertise to accelerate the longer-term growth of the business. Bidco also understands G&H's important role as trusted supplier to defence programmes critical to the UK, US and their allies. Consistent with ACP's track record as an experienced investor in aerospace and defence, ACP is committed to being a responsible steward of G&H.
In line with market practice for a transaction of this nature, Bidco was granted access to G&H's senior management for the purposes of confirmatory due diligence.
Following the Scheme becoming Effective, Bidco intends to conduct, together with the G&H management team, a detailed evaluation of the business, operations, and organisational structure of G&H to determine investment and growth priorities. Bidco intends that this evaluation will be completed within approximately 6 months of the Effective Date, and will focus on:
· a detailed review of G&H's existing business lines and growth opportunities;
· consistent with G&H's existing strategy of making strategic acquisitions, identifying acquisition opportunities to accelerate the growth of the business and create other inorganic benefits;
· engaging with G&H's key stakeholders, including employees, customers, suppliers and communities;
· identifying opportunities to augment G&H's existing R&D and capital expenditure strategy to drive long-term growth;
· considering operational improvement opportunities across the global supply chain and manufacturing footprint; and
· through site visits, planning sessions and collaborative problem solving, identifying ways to improve profitability,
(the "Evaluation").
Bidco is aware of G&H's existing publicly announced plans to exit from the medical laser Pockels Cells manufacturing business line, operated out of its facility in Cleveland, Ohio, and understands that G&H has reduced its R&D focus in that business line accordingly. Bidco will continue to assess the implementation of the exit from the medical laser Pockels Cells manufacturing business line as part of its Evaluation.
Employees and management
Bidco attaches great importance to the skill and experience of G&H's management and employees and recognises that the employees and management of G&H have been and will continue to be key to the continued success of G&H.
As part of the Evaluation and G&H's transition to private ownership, Bidco intends to undertake a customary assessment of areas where any change in the overall composition of functions is required. Prior to the conclusion of the Evaluation, separate from any existing headcount reductions proposed by G&H in connection with the exit from the manufacture of medical laser Pockels Cells, it is intended that there will be headcount reductions in public company-related and back-office functions which will no longer be required.
Independent from the reductions referred to above, following the conclusion of the Evaluation, and depending on its outcome, it is possible that a decision may be taken to implement certain headcount reductions. However, Bidco does not intend to make any material reductions to the headcount of the G&H Group.
The detailed steps for any headcount reductions are subject to the Evaluation and, if implemented, would also be subject to comprehensive and detailed planning, appropriate engagement and consultation with representatives and other stakeholders, including affected employees and any appropriate employee representative bodies in accordance with Bidco's legal obligations.
Where any roles are reduced, any individuals impacted will be treated in a manner consistent with applicable law and G&H's usual policies and practices (including where relevant, informing and consulting obligations).
It is expected that each of the non-executive directors of G&H will resign as directors of G&H with effect from the Scheme becoming Effective and the committees of the G&H Board will be disbanded.
Save as described above, Bidco does not intend for there to be any material changes to the conditions of employment or the balance of skills and functions of employees and management of G&H.
Existing employment rights and pensions
G&H has confirmed to Bidco that the only pension scheme it currently makes available to its employees is a defined contribution pension scheme and it does not have any current or historical obligations towards any pension arrangements providing benefits on a defined benefit basis.
Bidco confirms that it does not intend to make any material change to the defined contribution pension arrangements operated by G&H (including with regard to the employer contributions, the accrual of benefits for existing members and the admission of new members).
Bidco intends to fully safeguard the existing contractual and statutory employment rights, including in relation to pensions, of all G&H management and employees in accordance with applicable law.
Management incentive arrangements
Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of G&H. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of G&H's management, but may have discussions and enter into such arrangements for certain members of the G&H management team following the Effective Date.
Headquarters, locations, fixed assets and research and development
Bidco understands the importance of R&D to G&H and its businesses and has no intentions to reduce G&H's investment in R&D functions or to make any material changes to the nature of those functions, in each case, subject to the outcome of the Evaluation (which will include reviewing opportunities to expand facilities and/or re-allocate manufacturing as between facilities, as appropriate). Bidco notes that G&H has publicly announced plans (in the 2025 G&H Annual Report) in relation to a pipeline of products that are to be transferred for manufacturing to G&H's manufacturing partners. Bidco intends to review this strategy as part of its Evaluation.
Bidco intends that G&H will continue to operate as a standalone business group. Currently, G&H generates a significant proportion of its revenue from each of the US and Europe (and in particular, the UK). Bidco intends to implement a reorganisation of G&H's corporate entities to move the US entities into a subgroup that is fully owned by US legal entities but still under the control of Bidco or its holding companies. This change is not anticipated to change how the legal entities are operationally managed by G&H's leadership. Such group reorganisation would take place shortly following the Effective Date and would not impact employee headcount or the functions of G&H employees.
Bidco has no intentions to undertake any other material restructurings or changes in, and does not intend for the geographical split of the business described to have any effect on, the locations of G&H's fixed assets or places of business.
Bidco has no plans to change the location or functions of G&H's headquarters in Ilminster, other than in respect of the listed company-related functions as described above.
Sustainability
Bidco supports G&H's existing commitments to reduce its environmental impact. Bidco intends to continue the focus of making G&H a sustainable business.
Trading Facilities
The G&H Shares are currently listed on AIM and, as set out in paragraph 16 below, prior to the Scheme becoming Effective, an application will be made by G&H for the cancellation of trading of the G&H Shares on AIM to take effect shortly after the Effective Date. The last day of dealings in G&H Shares is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date. On the Effective Date, share certificates in respect of G&H Shares shall cease to be valid and entitlements to G&H Shares held within the CREST system shall be cancelled. It is also proposed that, following the Effective Date and after its shares are de-listed, G&H shall be re-registered as a private limited company. Please refer to paragraph 16 of this announcement for further information.
None of the statements in this paragraph 13 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
14 G&H SHARE PLAN
Participants in the G&H Share Plan, will be contacted regarding the effect of the Acquisition on their rights under the G&H Share Plan. Appropriate proposals will be made to such participants in accordance with Rule 15 of the Takeover Code in due course. Further details of those proposals and the impact of the Scheme on awards under the G&H Share Plan will be set out in the Scheme Document and in separate communications to be sent to participants in the G&H Share Plan.
15 Scheme process
It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement between G&H and G&H Shareholders under Part 26 of the 2006 Act, although Bidco reserves the right to implement the Acquisition by means of an Offer (subject to Panel consent and the terms of the Cooperation Agreement for such time as it is continuing). The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of G&H. The Scheme is an arrangement between G&H and holders of Scheme Shares and is subject to the approval of the Court. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares to Bidco in consideration for which holders of Scheme Shares will receive the Cash Consideration on the basis set out in paragraph 2 of this announcement. The procedure involves, among other things, an application by G&H to the Court to sanction the Scheme.
The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a majority in number of G&H Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75% or more in value of each class of the Scheme Shares held by those G&H Shareholders;
· the resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of G&H Shareholders at the General Meeting;
· following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and G&H); and
· following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:
· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as: (i) may be agreed between Bidco and G&H; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow);
· the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as: (i) may be agreed between Bidco and G&H; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date.
If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of G&H, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from G&H Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the fourth quarter of 2026.
Upon the Scheme becoming Effective: (i) it will be binding on all G&H Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of G&H Shares will cease to be valid and entitlements to G&H Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the Cash Consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.
Any G&H Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any G&H Shares issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of G&H after the Effective Date.
Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as Bidco and G&H may, with the consent of the Panel, agree and, if required, the Court may approve).
16 Delisting, and cancellation of trading and re‑registration
It is intended that dealings in G&H Shares should be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is intended that the London Stock Exchange will be requested to cancel trading of G&H Shares on AIM shortly after the Effective Date.
It is expected that the last day of dealings in G&H Shares on AIM will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.
It is intended that G&H will be re-registered as a private limited company and for this to take effect as soon as practicable following the Effective Date.
17 Documents
Copies of the following documents will be available promptly, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.displaydocuments.co.uk and on G&H's website at www.gandh.com and in any event by no later than noon on the Business Day following this announcement:
· this announcement;
· the Confidentiality Agreement;
· the Clean Team Agreement;
· the Cooperation Agreement;
· the irrevocable undertakings referred to in paragraph 9 above and summarised in Appendix 3 to this announcement;
· the documents entered into for the financing of the Acquisition referred to in paragraph 10 above; and
· the consents from financial advisers to being named in this announcement.
Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.
18 General
Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement for such time as it is continuing) to implement the acquisition of the G&H Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on the same terms, so far as is applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing) an acceptance condition set at 90% of the G&H Shares (or such lower percentage as may be determined by Bidco after (to the extent necessary) consultation with the Panel, being in any case more than 50% of the voting rights attaching to the G&H Shares)).
If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel the trading of G&H Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining G&H Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase G&H Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.
The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to G&H Shareholders within 28 days of this announcement (or on such later date as may be agreed with G&H and the Panel).
In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions at the General Meeting, G&H Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.
J.P. Morgan Cazenove (as financial adviser to Bidco) and Investec and Rothschild & Co (as joint financial advisers to G&H) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Enquiries
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ACP Kelsey Clute, Director of Investor Relations
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+1 202-846-2373 |
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J.P. Morgan Cazenove (Sole Financial Adviser to ACP and Bidco) Saumitra Gorani, James Robinson, Stuart Jempson and Mayank Chaturvedi
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+44 (0) 20 3493 8000 |
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FGS Global (PR Adviser to ACP and Bidco) |
+44 (0) 207 251 3801 |
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Guy Lamming, Charlie Chichester and Sam Moodie |
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G&H Gary Bullard, Charlie Peppiatt and James Corte
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+44 1460 256440 |
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Burson Buchanan (PR Adviser to G&H) Henry Harrison-Topham, Sophie Wills and Abigail Gilchrist
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+44 (0) 20 7466 5000 |
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Investec Bank plc (Joint Financial Adviser, Nomad and Broker to G&H) Christopher Baird, Marc Potel, Carlton Nelson and Charles Craven
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+44 (0)20 7597 5970 |
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Rothschild & Co (Joint Financial Adviser to G&H) Aadeesh Aggarwal and Sabina Pennings |
+44 (0)20 7280 5000 |
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and ACP.
Burges Salmon LLP is acting as legal adviser to G&H.
Further information
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 matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement 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.
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.
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 will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of G&H, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure (if any) in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon (London time) on 30 July 2026.
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) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK 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 UK 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 UK or who are subject to the laws of any jurisdiction other than the UK (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 or to vote their G&H Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, 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 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws or regulations of that jurisdiction. 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 or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to overseas shareholders will be included in 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.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the US, such Offer will be made in compliance with the applicable US laws and regulations.
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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ACP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, G&H Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as an exempt principal trader in G&H Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
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.
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: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; 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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 1% 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(s), 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 pm (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 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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.displaydocuments.co.uk and on G&H's website at www.gandh.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for G&H for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for G&H.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, G&H Shareholders, persons with information rights and participants in the G&H Share Plan may request a hard copy of this announcement, free of charge, by contacting G&H's registrars, MUFG, during business hours at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0300 and +44 (0) 371 664 0300 (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 09:00 - 17:30, 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 be 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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement for such time as it is continuing, to implement the Acquisition by way of an Offer as an alternative to the Scheme.
If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining G&H Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase G&H Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, G&H confirms that, as at 15 July 2026, it had in issue 27,370,726 ordinary shares of 20 pence each. G&H holds nil ordinary shares in treasury. The ISIN for the shares is GB0002259116 and the LEI of G&H is 213800DO3D00KYOPA952.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of ACP will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the US. Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the US would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the US absent registration or an exemption from registration.
Appendix 1
Conditions and Further Terms of the Transaction
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
2.1 (i) its approval by a majority in number representing not less than 75% in value of Scheme Shares held by G&H Shareholders who are on the register of members of G&H (or the relevant class or classes thereof) at the Voting Record Time, present, entitled to vote and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof), and (ii) such Court Meeting and any such separate class meeting (or any adjournment of such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as: (a) may be agreed between Bidco and G&H; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow);
2.2 (i) the Resolutions being duly passed at the General Meeting (or any adjournment thereof) by the requisite majority or majorities and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as: (a) may be agreed between Bidco and G&H; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow);
2.3 (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and G&H)) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as: (a) may be agreed between Bidco and G&H; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow); and
2.4 the delivery of a copy of the Court Order to the Registrar of Companies.
General Conditions
3. In addition, subject as stated in Part B of this Appendix 1, Bidco and G&H have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
Antitrust
3.1 notifications required to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") in connection with the Acquisition having been made and:
3.1.1 the applicable waiting period (or any extended waiting period) under the HSR Act having expired or been terminated early, without the commencement or continuation of any action by the Federal Trade Commission or the Department of Justice challenging, preventing or seeking to prevent completion of the Acquisition; and
3.1.2 no US court of competent jurisdiction having issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect that restrains, enjoins, or otherwise prohibits the consummation of the Acquisition;
Regulatory
3.2 all notifications, filings and submissions required to be made under the National Security and Investment Act 2021 (the "NSI Act") in connection with the Acquisition having been made and either:
3.2.1 the Secretary of State (acting through the Cabinet Office or such other government department as may be responsible for the exercise of functions under the NSI Act from time to time) (the "Relevant Authority") having given a notification under section 14(8)(b)(ii), section 18(8)(b)(ii), or section 26(1)(b) of the NSI Act that no further action will be taken in relation to the Acquisition or in relation to a call-in notice as defined in section 1(3) of the NSI Act relating to the Acquisition or the Relevant Authority having issued a final order, under section 26(1)(a) of the NSI Act approving, clearing or otherwise permitting the completion of the Acquisition, whether unconditionally or subject only to conditions acceptable to Bidco; or
3.2.2 it being confirmed by the Relevant Authority that the Acquisition does not fall within the scope of, or is not subject to, the NSI Act,
(each, a "NSI Clearance"),
and such NSI Clearance remaining in full force and effect at the time of completion of the Acquisition;
Other Third Party clearances
3.3 no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might:
3.3.1 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider G&H Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly prevent, prohibit, or materially restrain, restrict, materially delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider G&H Group by any member of the Wider Bidco Group or require amendment of the Scheme;
3.3.2 require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider G&H Group of all or any material portion of their businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.3.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in G&H (or any member of the Wider G&H Group) or on the ability of any member of the Wider G&H Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider G&H Group to an extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.3.4 other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Bidco Group or the Wider G&H Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider G&H Group or any asset owned by any third party which is material in the context of the Wider G&H Group or the Wider Bidco Group, in either case taken as a whole;
3.3.5 require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider G&H Group;
3.3.6 result in any member of the Wider G&H Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.3.7 impose any material limitation on the ability of any member of the Wider Bidco Group or any member of the Wider G&H Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider G&H Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider G&H Group, in either case, taken as a whole or in the context of the Acquisition; or
3.3.8 except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider G&H Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider G&H Group taken as a whole or of the financing of the Acquisition;
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any G&H Shares or otherwise intervene having expired, lapsed, or been terminated;
3.4 all notifications, filings or applications which are deemed by Bidco (acting reasonably) to be necessary in any relevant jurisdiction having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco (acting reasonably) to be necessary in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, G&H by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco from all necessary Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider G&H Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider G&H Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;
3.5 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party (unless withdrawn, in each case) which has the effect of making the Acquisition or any acquisition of any shares or other securities or control or management of, any member of the Wider G&H Group by any member of the Wider Bidco Group, or the implementation of either of them void, voidable, illegal and/or unenforceable under the laws or regulations of any relevant jurisdiction, or otherwise directly prohibiting, preventing, materially restraining, restricting, materially delaying or interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider G&H Group by any member of the Wider Bidco Group;
Confirmation of absence of adverse circumstances
3.6 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider G&H Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in G&H or because of a change in the control or management of any member of the Wider G&H Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider G&H Group taken as a whole or to the financing of the Acquisition:
3.6.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider G&H Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
3.6.2 the rights, liabilities, obligations, interests or business of any member of the Wider G&H Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider G&H Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or reasonably likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;
3.6.3 any member of the Wider G&H Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the G&H Group taken as a whole or in the context of the Acquisition;
3.6.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider G&H Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider G&H Group otherwise than in the ordinary course of business;
3.6.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider G&H Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;
3.6.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider G&H Group being prejudiced or adversely affected;
3.6.7 the creation or acceleration of any material liability (actual or contingent) by any member of the Wider G&H Group other than trade creditors or other liabilities incurred in the ordinary course of business; or
3.6.8 any liability of any member of the Wider G&H Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business or pursuant to the terms of the Cooperation Agreement;
No material transactions, claims or changes in the conduct of the business of the G&H Group
3.7 except as Disclosed, no member of the Wider G&H Group having since 30 September 2025:
3.7.1 save as between G&H and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury of G&H Shares on the exercise of options or vesting of awards granted in the ordinary course under the G&H Share Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of G&H Shares out of treasury;
3.7.2 recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to G&H or one of its wholly‑owned subsidiaries, other than the Interim Dividend;
3.7.3 save as between G&H and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider G&H Group taken as a whole;
3.7.4 save as between G&H and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider G&H Group taken as a whole;
3.7.5 issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between G&H and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.7.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is reasonably likely to be materially restrictive on the business of any member of the Wider G&H Group to an extent which is or is reasonably likely to be material to the Wider G&H Group taken as a whole;
3.7.7 entered into any licence or other disposal of intellectual property rights of any member of the Wider G&H Group which are material in the context of the Wider G&H Group and outside the normal course of business;
3.7.8 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider G&H Group save for salary increases, bonuses or variations of terms in the ordinary course;
3.7.9 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider G&H Group which, taken as a whole, are material in the context of the Wider G&H Group taken as a whole;
3.7.10 (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider G&H Group other than G&H itself), except in relation to changes required as a result of changes in applicable law, made, agreed or consented to or procured any significant change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider G&H Group or their dependants and established by a member of the Wider G&H Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;
3.7.11 changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan, unless such change is required by applicable law, regulation, or fiduciary duty, or is not material in the context of the Wider G&H Group taken as a whole;
3.7.12 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.7.13 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph 3.7.1 above, made any other change to any part of its share capital to an extent which (other than in the case of G&H) is material in the context of the Wider G&H Group taken as a whole;
3.7.14 other than with respect to claims between G&H and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.7.15 made any alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;
3.7.16 (other than in respect of a member of the Wider G&H Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.7.17 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.7.18 entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;
3.7.19 terminated or varied the terms of any agreement or arrangement between any member of the Wider G&H Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider G&H Group taken as a whole; or
3.7.20 other than with the consent of Bidco, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of G&H Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
No material adverse change
3.8 since 30 September 2025, and except as Disclosed, there having been:
3.8.1 no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider G&H Group to an extent which is material to the Wider G&H Group taken as a whole or to the financing of the Acquisition;
3.8.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider G&H Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider G&H Group or to which any member of the Wider G&H Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might reasonably be expected to have a material adverse effect on the Wider G&H Group taken as a whole;
3.8.3 no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider G&H Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider G&H Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider G&H Group taken as a whole;
3.8.4 no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider G&H Group to an extent which is material to the Wider G&H Group taken as a whole;
3.8.5 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider G&H Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider G&H Group taken as a whole; and
3.8.6 no member of the Wider G&H Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider G&H Group taken as a whole;
3.9 since 30 September 2025, except as Disclosed, Bidco not having discovered:
3.9.1 that any financial, business or other information concerning the Wider G&H Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the date of this announcement by or on behalf of any member of the Wider G&H Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider G&H Group taken as a whole or in the context of the Acquisition;
3.9.2 that any member of the Wider G&H Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider G&H Group taken as a whole; or
3.9.3 any information which affects the import of any information disclosed to Bidco at any time prior to the date of this announcement by or on behalf of any member of the Wider G&H Group which is material in the context of the Wider G&H Group taken as a whole;
Environmental liabilities
3.10 except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm the health of humans, animals or other living organisms or eco‑systems, no past or present member of the Wider G&H Group, in a manner or to an extent which is material in the context of the Wider G&H Group: (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being reasonably likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider G&H Group taken as a whole;
Intellectual Property
3.11 except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider G&H Group which would be reasonably likely to have a material adverse effect on the Wider G&H Group taken as a whole or is otherwise material in the context of the Acquisition, including:
3.11.1 any member of the Wider G&H Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider G&H Group and material to its business being revoked, cancelled or declared invalid;
3.11.2 any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider G&H Group to, or the validity or effectiveness of, any of its intellectual property; or
3.11.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider G&H Group being terminated or varied;
Anti‑corruption and sanctions
3.12 except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider G&H Group taken as a whole):
3.12.1 any past or present member, director, officer or employee of the Wider G&H Group or any other person that performs or has performed services for or on behalf of any such member of the Wider G&H Group is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;
3.12.2 any member of the Wider G&H Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015 or regulation 80 of the Utilities Contracts Regulations 2015 (each as amended);
3.12.3 any past or present member of the Wider G&H Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual in breach of any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the US Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; or
3.12.4 a member of the Wider G&H Group has engaged in a transaction which would cause Bidco or any member of the Wider Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or
No criminal property
3.13 except as Disclosed, Bidco not having discovered that any asset of any member of the Wider G&H Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition (or such later date, if any as: (a) Bidco and G&H may agree; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow), Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with G&H to extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
4. Condition 1 (subject to Rule 12 of the Takeover Code), Conditions 2.1, 2.2, 2.3 and 2.4 in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.
5. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.
6. If the Panel requires Bidco to make an offer or offers for G&H Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
7. Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement. In such event, such Offer will be implemented on the same terms and conditions so far as is applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing) an acceptance condition set at 90% of the G&H Shares (or such lower percentage as may be determined by Bidco after (to the extent necessary) consultation with the Panel, being in any case more than 50% of the voting rights attached to the G&H Shares)). If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining G&H Shares in respect of which the Offer has not been accepted.
8. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules, the provisions of the Takeover Code and the applicable requirements of the Panel, the FCA and the London Stock Exchange.
9. G&H Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) (if any) declared, made or paid after the Acquisition becomes Effective.
10. If, on or after the date of this announcement and before the Effective Date, any dividend, distribution and/or other return of capital or value (other than the Interim Dividend) is announced, declared, made or paid in respect of the G&H Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the G&H Shares by the aggregate amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, G&H Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Bidco also reserves the right to reduce the Cash Consideration payable under the Acquisition in such circumstances as are, and by such amount as is, permitted by the Panel. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
11. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.
13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of 28,096,151 G&H Shares as at 15 July 2026 (being the latest practicable date before this announcement) is based on:
1.1 27,370,726 G&H Shares in issue; less
1.2 two G&H Shares held by the trustee of the G&H employee benefit trust; plus
1.3 725,427 G&H Shares which may be issued on or after the date of this announcement to satisfy the exercise of employee options or vesting of share awards pursuant to the G&H Share Plan which are outstanding as at 15 July 2026 (being the latest practicable date before this announcement).
2. The value of approximately £345.6 million for the entire issued, and to be issued, ordinary share capital of G&H implied by the Cash Consideration is based on:
2.1 the Cash Consideration of 1,230.0 pence for each G&H Share; and
2.2 G&H's fully diluted issued ordinary share capital of 28,096,151 G&H Shares, as set out in paragraph 1 above.
3. G&H's fully diluted market capitalisation of approximately £245.6 million is based on:
3.1 the Closing Price of 874.0 pence; and
3.2 G&H's fully diluted issued ordinary share capital of 28,096,151 G&H Shares, as set out in paragraph 1 above.
4. The enterprise value implied by the Cash Consideration for G&H of approximately £400.5 million is calculated with reference to:
4.1 the value of approximately £345.6 million for G&H's entire issued, and to be issued, ordinary share capital, as set out in paragraph 2 above; plus
4.2 a total equity-to-enterprise bridge of approximately £54.9 million as of 31 March 2026, comprising:
4.2.1 financial debt of approximately £41.0 million; plus
4.2.2 lease liabilities of approximately £13.2 million; less
4.2.3 cash and cash equivalents of approximately £4.4 million; less
4.2.4 current asset investments of approximately £0.8 million; plus
4.2.5 deferred tax liabilities of approximately £3.9 million; plus
4.2.6 deferred consideration of approximately £1.9 million.
5. An enterprise value implied by the Closing Price for G&H of approximately £300.5 million is calculated with reference to:
5.1 G&H's fully diluted market capitalisation of approximately £245.6 million, as set out in paragraph 3 above; plus
5.2 a total equity-to-enterprise bridge of approximately £54.9 million as of 31 March 2026, as set out in paragraph 4.2 above.
6. The multiple of 25.9x G&H's adjusted operating profit implied by the Cash Consideration is calculated as the enterprise value of £400.5 million, as set out in paragraph 4 above, divided by G&H's adjusted operating profit of approximately £15.5 million for the twelve-month period ended 31 March 2026.
7. The multiple of 19.4x G&H's adjusted operating profit implied by the Closing Price is calculated as the enterprise value of £300.5 million, as set out in paragraph 5 above, divided by G&H's adjusted operating profit of approximately £15.5 million for the twelve-month period ended 31 March 2026.
8. The multiple of 35.4x G&H's adjusted earnings implied by the Cash Consideration is calculated as the value of approximately £345.6 million for the entire issued, and to be issued, ordinary share capital of G&H, as set out in paragraph 2 above, divided by G&H's adjusted earnings of approximately £9.7 million for the twelve-month period ended 31 March 2026.
9. The multiple of 25.2x G&H's adjusted earnings implied by the Closing Price is calculated as G&H's fully diluted market capitalisation of approximately £245.6 million, as set out in paragraph 3 above, divided by G&H's adjusted earnings of approximately £9.7 million for the twelve-month period ended 31 March 2026.
10. Unless otherwise stated, the financial information of G&H is extracted (without material adjustment) from the annual report and audited accounts of G&H for the 12 months ended 30 September 2025, and the unaudited, consolidated financial statements of G&H for the six months ended 31 March 2026.
11. The Closing Price of G&H and volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.
12. Certain figures included in this announcement have been subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
1. G&H Directors
The following G&H Directors have given irrevocable undertakings to vote (or procure the voting) in favour of the resolutions (including the Scheme) (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own (and where, applicable, their close relatives') beneficial holdings (or those G&H Shares over which they have control) of G&H Shares:
|
Name |
Total Number of |
Percentage of existing issued ordinary share capital |
|
Gary Bullard# |
59,205 |
0.22% |
|
Charlie Peppiatt |
53,751 |
0.20% |
|
Louise Evans |
1,426 |
0.01% |
|
Jim Haynes |
2,500 |
0.01% |
|
Susan Searle |
2,700 |
0.01% |
#This includes 35,340 G&H Shares held by Gary Bullard and his close relative.
These irrevocable undertakings also extend to any G&H Shares acquired by the directors of G&H, whether as a result of the vesting of awards or exercise of options under the G&H Share Plan or otherwise.
The irrevocable undertakings referred to in this paragraph 1 cease to be binding on the earlier of the following occurrences: (i) the Scheme Document is not sent to G&H Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (ii) at 11.59 p.m. on the Long Stop Date (or, in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, the long stop date provided for in the terms of such offer in accordance with Rule 12 of the Takeover Code); (iii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iv) the Scheme lapses or is withdrawn and no new, revised or replacement offer or scheme has been announced in its place, or is announced at the same time; or (v) the date on which any offer for G&H by a third party not acting in concert (as defined in the Code) with Bidco becomes or is declared unconditional or, if proceeding by way of scheme of arrangement, becomes effective.
Appendix 4
Definitions
The following definitions apply throughout this document unless the context otherwise requires:
|
"2006 Act" |
the Companies Act 2006, as amended from time to time |
|
"2025 G&H Annual Report" |
the annual report and audited accounts of the G&H Group for the year ended 30 September 2025 |
|
"Acquisition" |
the proposed acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of G&H by means of the Scheme, on the terms and subject to the conditions set out in this announcement and to be set out in the Scheme Document, or should Bidco so elect, by means of an Offer (with the consent of the Panel subject to the terms of the Cooperation Agreement for such time as it is continuing) and, where the context requires, any subsequent revision, variation, extension or renewal thereof |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) |
|
"AIM" |
the market of that name operated by the London Stock Exchange |
|
"ACP" |
Arlington Capital Partners VII, L.P. |
|
"Articles" |
the articles of association of G&H from time to time |
|
"associated undertaking" |
shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations) |
|
"Authorisations" |
authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals, in each case of a Third Party |
|
"Bidco" |
Greenlight Bidco Limited |
|
"Bidco Group" |
Bidco and its subsidiary undertakings and where the context permits, each of them |
|
"Business Day" |
a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business |
|
"Cash Consideration" |
1,230.0 pence per G&H Share |
|
"certificated" or "certificated form" |
in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST) |
|
"Clean Team Agreement" |
the clean team agreement dated 8 June 2026 between ACP and G&H |
|
"Closing Price" |
the closing middle market price of a G&H Share as derived from the AIM Appendix to the Daily Official List on any particular date |
|
"Condition" |
each of the conditions listed in Part A of Appendix 1 and any reference to a numbered Condition shall be a reference to the Condition set out in the paragraph of Part A of Appendix 1 bearing such number |
|
"Confidentiality Agreement" |
the confidentiality agreement dated 29 May 2026 between ACP and G&H |
|
"Cooperation Agreement" |
the cooperation agreement dated on or around the date of this announcement between Bidco and G&H |
|
"Court" |
the High Court of Justice in England and Wales |
|
"Court Meeting" |
the meeting of the holders of Scheme Shares to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act, notice of which will be set out in the Scheme Document, at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvention thereof |
|
"Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act |
|
"CREST" |
the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST) |
|
"Daily Official List" |
the daily official list of the London Stock Exchange |
|
"Dealing Disclosure" |
an announcement by a party to an offer or a person acting in concert as required by Rule 8 of the Takeover Code |
|
"Disclosed" |
the information fairly disclosed by or on behalf of G&H: (i) in the 2025 G&H Annual Report; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service prior to the publication of this announcement; (iv) in writing (including via the virtual data room operated by or on behalf of G&H in respect of the Acquisition) to Bidco (or its officers, employees, consultants or advisers in each case in their capacity as such) before the date of this announcement; |
|
"Disclosure Guidance and Transparency Rules" |
the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA |
|
"Effective" |
in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of the Offer, the Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code |
|
"Effective Date" |
the date on which the Acquisition becomes Effective |
|
"Excluded Shares" |
any G&H Shares which (if any) are (i) registered in the name of, or beneficially owned by, Bidco or any other member of the Bidco Group at the Scheme Record Time; or (ii) held by G&H in treasury |
|
"Euroclear" |
Euroclear UK & Ireland Limited |
|
"FCA" |
the Financial Conduct Authority or its successor from time to time |
|
"FCA Handbook" |
the FCA's Handbook of rules and guidance as amended from time to time |
|
"Forms of Proxy" |
the forms of proxy in connection with each of the Court Meeting and the General Meeting to be dispatched to G&H Shareholders with the Scheme Document |
|
"General Meeting" |
general meeting of G&H Shareholders to be convened to consider and if thought fit pass, inter alia, the Resolutions in relation to the Scheme including any adjournments thereof |
|
"G&H" |
Gooch & Housego PLC |
|
"G&H Board" or "G&H Directors" |
the directors of G&H |
|
"G&H Group" |
G&H and its subsidiary undertakings and where the context permits, each of them |
|
"G&H Shareholder(s)" |
holders of G&H Shares |
|
"G&H Share Plan" |
the G&H Long Term Incentive Plan 2023 |
|
"G&H Share(s)" |
the existing unconditionally allotted or issued and fully paid ordinary shares of 20p each in the capital of G&H |
|
"Investec" |
Investec Bank plc |
|
"J.P. Morgan Cazenove" |
J.P. Morgan Securities plc |
|
"London Stock Exchange" |
the London Stock Exchange plc or its successor |
|
"Long Stop Date" |
16 January 2027 or such later date, if any as: (i) Bidco and G&H may agree; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow |
|
"Meetings" |
the Court Meeting and the General Meeting |
|
"MUFG" |
MUFG Corporate Markets (UK) Limited |
|
"Offer" |
subject to the consent of the Panel and the terms of the Cooperation Agreement for such time as it is continuing, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on behalf of Bidco to acquire the entire issued, and to be issued, ordinary share capital of G&H on the terms and subject to the conditions to be set out in the related offer document, and, where the context admits, any subsequent revision, variation, extension or renewal of such offer |
|
"offer period" |
the offer period (as defined by the Takeover Code) relating to G&H which commenced on the date of this announcement |
|
"Opening Position Disclosure" |
an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition |
|
"Overseas Shareholders" |
holders of Scheme Shares who are resident in, ordinarily resident in, nationals or citizens of, jurisdictions outside the United Kingdom |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"PRA" |
Prudential Regulation Authority or its successor from time to time |
|
"Registrar of Companies" |
the Registrar of Companies in England and Wales |
|
"Regulations" |
means the Uncertificated Securities Regulations 2001 |
|
"Regulatory Information Service" |
a regulatory information service as defined in the FCA Handbook |
|
"relevant securities" |
has the meaning given to it in the Takeover Code |
|
"Resolutions" |
the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of G&H |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to G&H Shareholders in that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or formality which is unduly onerous |
|
"Rothschild & Co" |
N.M. Rothschild & Sons Limited |
|
"Sanction Hearing" |
the Court hearing to sanction the Scheme |
|
"Scheme" |
the proposed scheme of arrangement under Part 26 of the 2006 Act between G&H and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by G&H and Bidco |
|
"Scheme Document" |
the document to be sent to G&H Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings |
|
"Scheme Record Time" |
the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the date of the Sanction Hearing |
|
"Scheme Shares" |
all G&H Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, but in each case other than the Excluded Shares |
|
"subsidiary", "subsidiary undertaking" and "undertaking" |
shall be construed in accordance with the 2006 Act |
|
"Takeover Code" |
the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers, as amended from time to time |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"uncertificated" or "in uncertificated form" |
a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST |
|
"Voting Record Time" |
the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined |
|
"Wider Bidco Group" |
Bidco Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and such undertakings (aggregating their interests) have an interest of more than 30% of the voting or equity capital or the equivalent |
|
"Wider G&H Group" |
G&H and associated undertakings and any other body corporate, partnership, joint venture or person in which G&H and such undertakings (aggregating their interests) have an interest of more than 30% of the voting or equity capital or the equivalent (excluding, for the avoidance of doubt, Bidco and all of its associated undertakings which are not members of the G&H Group) |
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.
Words in the singular shall include the plural and vice versa.
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