Gamma Communications plc (LSE:GAMA) has postponed shareholder meetings relating to its proposed acquisition by Bradbury Bidco Limited, a company backed by funds managed by Epiris GP III, following lower-than-required shareholder voting participation.
The recommended cash acquisition values Gamma shares at 1,120 pence each and is structured as a court-sanctioned scheme of arrangement.
Gamma said the court meeting and general meeting have been adjourned to 2 November 2026 to provide shareholders with additional time to submit their votes.
The company attributed the decision partly to changes in its shareholder register, including the recent acquisition of shareholdings by merger arbitrage funds.
Gamma’s board continues to unanimously recommend the transaction, while Bidco has confirmed that its offer of 1,120 pence per share represents its final terms.
Shareholder Meetings Rescheduled Following Low Voting Participation
Gamma’s board agreed to adjourn the court meeting and general meeting after identifying insufficient shareholder participation in the voting process.
The company said the level of participation had been affected in part by merger arbitrage investors that had recently established positions in Gamma shares.
The meetings have been rescheduled for 2 November 2026, allowing additional time for shareholders to vote on the proposed acquisition.
Shareholders who have not submitted proxy voting instructions are being encouraged by the board to do so before the revised deadlines. Those who have already submitted instructions may amend them in accordance with the updated voting arrangements.
The proposed transaction remains subject to shareholder approval and completion of the applicable scheme of arrangement process.
Bradbury Bidco Confirms Final Cash Offer of 1,120 Pence Per Share
Bradbury Bidco Limited, an acquisition vehicle for funds managed by Epiris GP III, has confirmed that its cash offer of 1,120 pence per Gamma share represents its final terms.
The acquisition is intended to proceed through a court-sanctioned scheme of arrangement, under which eligible Gamma shareholders would receive the agreed cash consideration if the transaction becomes effective.
Gamma’s directors have maintained their unanimous recommendation that shareholders approve the scheme.
The board’s recommendation remains unchanged following the adjournment of the shareholder meetings.
German Merger Clearance Obtained as Regulatory Process Continues
Gamma and Bidco have confirmed that German merger clearance has been secured in connection with the proposed acquisition.
The parties have also submitted all required regulatory filings, although the transaction remains subject to the outstanding approvals and conditions necessary for completion.
Following progress with the regulatory process, Gamma and Bidco now expect the acquisition to become effective during the first quarter of 2027.
The revised timetable reflects the ongoing approval process and the rescheduling of the shareholder meetings.
Completion remains conditional on the relevant requirements being satisfied, including shareholder approval and court sanction of the scheme.
Gamma Board Maintains Recommendation Ahead of November Vote
Gamma’s board continues to support the proposed acquisition and is encouraging shareholders to participate in the rescheduled meetings.
The company provides voice, data, connectivity and unified communications services to business customers through enterprise and reseller channels across Europe.
The proposed transaction would result in Gamma being acquired by Bradbury Bidco Limited if the scheme receives the necessary approvals and becomes effective.
The next scheduled stage in the shareholder approval process is 2 November 2026, when the adjourned court meeting and general meeting are due to take place.
Gamma and Bidco currently anticipate completion in the first quarter of 2027, subject to the remaining transaction conditions.
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