Gamma Communications PLC Issue of Equity (2481A)
May 28 2021 - 8:47AM
UK Regulatory
TIDMGAMA
RNS Number : 2481A
Gamma Communications PLC
28 May 2021
28 May 2021
Gamma Communications plc
(the "Company" or "Gamma")
Issue of equity in connection with settlement of deferred
consideration and options in respect of historical acquisitions
Payments made in respect of historical acquisitions
Further to an announcement dated 2 March 2020, Gamma has
recently paid the former owners of Exactive Holdings Limited
("Exactive") additional consideration of GBP1.5m being the first of
two possible contingent consideration payments. The consideration
is made up of GBP1.2m in cash and GBP0.3m (20%) in Gamma shares. A
second payment of up to GBP1.5m (dependent on performance) may be
due in the first half of 2022. Exactive is a unified communications
specialist and is one of a small number of Microsoft Teams voice
partners operating in the UK.
In addition, further to an announcement dated 2 July 2020, Gamma
has also recently acquired an additional 8% of the shares of HFO
Holding GmbH ("HFO") (formerly HFO Holding AG). This has been
achieved by a payment of GBP4.9m in connection with an option
exercise. Gamma now owns c88% of the shares of HFO with options to
acquire the remaining c12% by the end of 2023. HFO is a provider of
SIP Trunks and unified communications in Germany.
Both payments are at the upper end of the possible range which
reflects the fact that the underlying performance of both
businesses has been strong since acquisition.
Reinvestment
Under the terms of the original agreement, the vendors of HFO
have reinvested GBP0.7m in Gamma (approximately 14% of the
consideration received).
This reinvestment has been achieved by way of subscription for
37,294 ordinary shares of 0.25 pence each in the capital of the
Company. In addition, in connection with the Exactive acquisition
as described above, an additional 15,844 ordinary shares of 0.25
pence each in the capital of the Company will be issued. In total
53,138 new shares will be issued.
Gamma has applied for admission of these new ordinary shares to
trading on AIM. Admission is expected to take place at 8.00am on 4
June 2021.
The Company's total issued share capital following admission
will consist of 95,722,710 ordinary shares of 0.25 pence each with
one voting right per share. This figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the FCA's Disclosure and Transparency Rules.
Gamma Communications plc Tel: +44 (0) 333 006 5972
Andrew Taylor, Chief Executive
Officer
Andrew Belshaw, Chief Financial
Officer
Malcolm Goddard, Company Secretary
Tulchan Communications LLP Tel: +44 (0) 207 353 4200
James Macey White / Matt Low
Investec Bank plc (NOMAD & Tel: +44 (0) 207 597 5970
Broker)
Patrick Robb / Virginia Bull
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END
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