Gamma Communications Regulatory News (GAMA)

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 £1.5m being the first of two possible contingent consideration payments. The consideration is made up of £1.2m in cash and £0.3m (20%) in Gamma shares. A second payment of up to £1.5m (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 £4.9m 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 £0.7m 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.