Gamma Communications Executes 16,179 Share Buyback at 950.8p Average Amid Ongoing Takeover Offer Period

Overview of Buyback Programme and Capital Return Strategy

Gamma Communications launched its share buyback programme on 13 January 2026, enabling the company to repurchase its shares from the market as part of a capital returns strategy. Since inception, the programme has seen the repurchase of 2,811,047 ordinary shares, demonstrating consistent execution from January through July 2026. The intention to cancel the repurchased shares rather than hold them as treasury shares indicates a permanent reduction in issued share capital, potentially enhancing earnings per share for remaining shareholders.

The weighted average purchase price of 950.8322p on 24 July 2026 provides insight into the valuation level at which Gamma is conducting its buybacks. The intra-day price range from 941.0p to 955.5p reflects normal trading activity on the London Stock Exchange. Market participants may interpret the buyback pricing and volume as indicators of the company’s confidence in its valuation and capital allocation priorities compared to alternatives such as debt repayment, acquisitions, or dividend increases.

Details of 24 July 2026 Transactions and Market Execution

The 16,179 shares acquired on 24 July 2026 were purchased through multiple trades throughout the trading session, with individual transaction sizes ranging from 1 to 2,633 shares. The first trade occurred at 08:09:07 acquiring 167 shares at 955.0p, and the last at 16:18:29 acquiring 83 shares at 947.0p. This spread of transactions suggests a deliberate strategy to optimize pricing and minimize market impact by adapting to liquidity conditions during the day.

Investec Bank plc served as the purchasing broker, executing all transactions on the London Stock Exchange under the XLON venue code. Detailed transaction timestamps and references have been disclosed in compliance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 as incorporated into UK law, ensuring full transparency of the buyback execution process.

Effect on Gamma’s Share Capital and Voting Rights

Following the completion of the 24 July 2026 buyback, Gamma’s issued share capital stands at 90,953,304 ordinary shares, with 1,503,674 shares held in treasury. The total voting shares amount to 89,449,630, which serves as the statutory denominator for shareholder notification thresholds under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. Shareholders and concert parties must notify the market upon crossing thresholds such as 3%, 5%, 10%, or other relevant percentages of this voting share total.

The cancellation of repurchased shares reduces the total voting shares outstanding, which can increase the percentage ownership of shareholders whose absolute holdings remain unchanged. Shareholders should monitor their holdings relative to notification thresholds, as their proportional voting power may increase due to this share capital reduction. Gamma maintains a one-share-one-vote structure with no differentiated voting rights.

Compliance with Takeover Code and Disclosure Obligations

Gamma Communications entered an offer period on 7 April 2026 under the City Code on Takeovers and Mergers. During this period, the company’s shares are relevant securities under Rule 8 of the Code, and all share purchases must be disclosed per Rule 2.9. This announcement confirms Gamma’s compliance with Rule 2.9 by providing current shareholding details and the voting rights denominator.

The disclosed voting rights figure of 89,449,630 is critical for market participants subject to opening position and dealing disclosure obligations under Rules 8.3(a) and 8.3(b). Interested parties holding 1% or more of Gamma’s relevant securities must make opening position disclosures by 3.30 pm London time on the 10th business day after the offer period begins or after identification of a securities exchange offeror, whichever is later. Subsequent dealings require timely disclosure as well. Gamma’s detailed disclosure facilitates compliance with these regulatory requirements.

Share Repurchase Execution During Active Takeover Period

Gamma’s continuation of its share buyback programme amid an active takeover offer period is permitted under the City Code, subject to appropriate disclosures and Rule 10 restrictions. The board’s decision to proceed with share cancellations reflects a strategic choice to return capital to shareholders during this period. Financial advisers engaged include Barclays Bank PLC (lead financial adviser), Q Advisors, Investec, and Peel Hunt, providing guidance throughout the offer period.

Share repurchases during an offer period may attract scrutiny from investors. Some view ongoing buybacks as a sign of board confidence in the company’s valuation or alternative strategic options, while others may question if capital could be better deployed defending the company or funding growth initiatives. Gamma has not disclosed specific reasons for continuing buybacks during the offer period but confirms that repurchased shares will be cancelled rather than held for takeover flexibility.

Investec’s Role as Broker and Adviser

Investec Bank plc played multiple roles in Gamma’s share buyback and takeover process, acting as the executing broker for the 24 July 2026 purchases and serving jointly as financial adviser and broker alongside Peel Hunt. Investec is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and PRA in the UK. The bank confirmed it acts exclusively for Gamma in relation to the buyback and related matters.

As an exempt principal trader, Investec continues to trade Gamma shares on the London Stock Exchange, including executing buybacks. In line with the City Code, UK market practice, and US Securities Exchange Act Rule 14e-5(b), Investec and other advisers may act as exempt principal traders. All relevant transactions are publicly reported via Regulatory Information Services and published on the London Stock Exchange website, with disclosures also made in the US as applicable.

Market Context and Business Overview

This announcement does not include specific financial or operational performance data. Gamma Communications provides telecommunications and IT services primarily in the UK and other markets, generating revenue through business communications and IT solutions. The ongoing buyback and capital management occur amid a takeover offer period, potentially representing a significant event for shareholders.

Investors seeking detailed insights into Gamma’s business performance, competitive positioning, and strategic rationale for capital allocation should consult the company’s full-year results, trading updates, and takeover-related disclosures. The announcement does not clarify whether the buyback programme was authorized prior to the offer period or if shareholder approvals were obtained for continuation during the takeover. The average purchase price of 950.8p may offer valuation context but is not compared to historical or consensus metrics here.

Regulatory Framework and Disclosure Compliance

Gamma’s announcement reflects adherence to comprehensive regulatory disclosure standards during an active takeover period. It includes detailed transaction data, aggregate pricing, share count calculations, and references to applicable regulations such as Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014, Rule 2.9 of the City Code on Takeovers and Mergers, and FCA Disclosure Guidance and Transparency Rules.

The company appointed Teneo as financial public relations adviser, with named contacts James Macey White and Matt Low, supporting communication with the market and stakeholders. Contact details for company officers Martin Hellawell (Chair), Andrew Belshaw (CEO), and Rachael Matzopoulos (Company Secretary), as well as financial advisers, are provided for inquiries. The structured presentation of transaction data enables verification of regulatory compliance and execution quality.

Shareholder Notification Thresholds and Ongoing Disclosure

The voting share total of 89,449,630 serves as the denominator for calculating shareholder notification thresholds under FCA rules. Shareholders may be approaching or crossing thresholds at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%, or 90% voting rights. Due to share cancellations, shareholders with unchanged absolute holdings may see their percentage ownership increase. Shareholders and advisers should assess holdings against these thresholds to determine notification requirements.

Gamma’s ordinary shares trade on the London Stock Exchange main market under ISIN GB00BQS10J50, and the company’s Legal Entity Identifier (LEI) is 213800LAQZXPRIZUEH50. These identifiers assist market participants in verifying security identity and regulatory reporting. Each ordinary share carries one vote, confirming a standard one-share-one-vote capital structure with no differentiated voting rights. Shareholders should ensure custodial records reflect these capital structure changes accurately.