Gamma Communications Regulatory News (GAMA)

25 March 2024

Gamma Communications plc

("Gamma" or the "Company")

Share buyback programme

Gamma Communications plc, a leading technology-based provider of communications services across Europe, announces that, from today, it has appointed Investec Bank plc ("Investec") to manage a share buyback programme to purchase ordinary shares of 0.25 pence each in the Company ("Shares") for an aggregate purchase of up to £35 million (the "Programme"), within certain pre-set parameters. The Company has authorised the Programme to continue while it retains the authority from shareholders to repurchase such Shares until the earlier of: (i) the maximum aggregate consideration payable by the Company has been reached or (ii) Friday 6 September 2024. Shares acquired under the Programme will either be cancelled or held in treasury as described below. The existing buy-back authority was granted by shareholders at last year's annual general meeting ("AGM"). This authority is due to expire at the next AGM and a resolution will be proposed at the forthcoming AGM to refresh this authority.

As noted in the full year results published this morning, Gamma had a strong 2023 and is confident in its prospects for 2024. Gamma has a strong unlevered balance sheet and continues to generate significant operating cash flow, with a net cash balance as at 31 December 2023 of £134.8m*.

The Board's main priorities when it comes to our cash are to enhance the growth of the business, both organically and through selective acquisitions, and to reward shareholders through growth in earnings alongside our progressive dividend policy, while retaining a robust capital base. Where there is surplus cash over and above the needs of funding that organic and inorganic growth, the Board has concluded that the announced share buyback, combined with our ordinary regular dividend, provides a balanced approach for additional one-off returns of capital to shareholders.

The Programme will be conducted by the Company in accordance with and under the terms of the general authority granted to the Board by the Company's shareholders. The Programme will also be effected within the provisions of the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Share purchases will be made by Investec on the Company's behalf and, in the case of any purchases made during closed periods, shall be made independently of and uninfluenced by the Company.

Any purchases will be conducted in compliance with the relevant conditions for trading, restrictions regarding time and volume, disclosure and reporting obligations, and price conditions. The purpose of the Programme is to reduce the Company's share capital (any Shares repurchased for this purpose will be cancelled) and to enable the Company to meet obligations arising from share option programmes (any Shares repurchased for this purpose will be held in treasury).

The Company will make further announcements in due course following the completion of any repurchases. There is no guarantee that the Programme will be implemented in full or that any Shares will be repurchased by the Company.

The Board will continue to keep its capital allocation policy and further distributions to shareholders under review, with consideration of other potential uses of capital that may drive value for shareholders over the medium term.

* Net Cash is Cash and Cash Equivalents less Borrowings. We do not class contingent consideration or IFRS 16 lease liabilities as debt for the purpose of quoting a net cash figure.