Gamma Communications plc postponed shareholder meetings on its proposed cash takeover to Nov. 2 after proxy votes covered less than 40% of eligible shares, giving investors more time to vote.
The court and general meetings had been set for Oct. 20. Gamma’s board cited recently established merger arbitrage positions as one reason for the limited participation. The board estimates that those positions represent about half of the economic interests in Gamma.
In a separate Oct. 19 filing, Man Group PLC reported that it had reduced two long equity swaps tied to Gamma on Oct. 16. After the dealings, its exposure was equivalent to 1,296,564 shares, or 1.45%. The entire reported interest was in cash-settled derivatives; Man listed no ordinary shares owned or controlled and no short position.
One reduction referenced 1,197 shares at £10.9459 per unit, and the other referenced 25,816 at £10.9813. Those were swap dealings, not reported purchases or sales of Gamma shares. The filing gave no reason for the reductions.
The boards of Gamma and Bradbury Bidco Limited announced on Sept. 1 that they had agreed on terms for a recommended cash offer of 1,120 pence (£11.20) per share. Bidco was formed by funds managed or advised by Epiris GP III Limited and its affiliates. Bidco said on Oct. 19 that its price was final, although it reserved the right to raise it following the announcement of a possible or firm third-party offer, or in wholly exceptional circumstances with the U.K. Takeover Panel’s consent.
Bidco says it will reduce the cash payment by an equivalent amount if Gamma declares, makes or pays a dividend, distribution or other return of capital after Oct. 19. Gamma has received German merger control clearance and expects the takeover to take effect in the first quarter of 2027, subject to shareholder approval and other conditions.
Under the Takeover Panel’s Rule 8.3, a person with an interest of at least 1% in relevant securities during an offer period must disclose an opening position and, if that person deals, disclose the dealing, subject to the rule’s exceptions. Derivatives are covered.
Pink proxy forms for the court meeting are due by 4:30 a.m. ET on Oct. 29, but late forms may be handed in before that meeting starts. White forms for the general meeting are due by 4:45 a.m. ET that day; late forms are invalid. The Nov. 2 court meeting is scheduled for 3:30 a.m. ET, followed by the general meeting at 3:45 a.m. ET or later if the first meeting runs long.
