Placing of Shares in Gamma Communications

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Press Release

Proposed Placing of approximately 3.8 million ordinary shares in Gamma Communications plc ("Gamma" or the "Company")

23 September 2019

Hoxton Assets Limited ("Hoxton") and Camsward Pte Ltd ("Camsward") (the "Sellers") announce their intention to sell approximately 3.8 million ordinary shares in Gamma (the "Placing Shares") (the "Placing"). The Placing Shares represent approximately 4.0% of Gamma's issued ordinary share capital. Assuming all of the Placing Shares are sold, Hoxton and its affiliates, and Camsward, expect to retain approximately 16.5% of the Company's issued ordinary share capital in aggregate.

The Placing Shares are being offered to institutional investors by way of an accelerated bookbuild, which will be launched immediately following this announcement. Citigroup Global Markets Limited ("Citi") is acting as Sole Global Coordinator and Bookrunner in connection with the Placing.

Any of the Company's ordinary shares held by Hoxton and its affiliates and Camsward which are not sold in the Placing will be subject to a 90-day lock-up (subject to waiver by Citi and certain customary exceptions).

The final number of Placing Shares to be placed and the placing price will be agreed by Citi and the Sellers at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Citi and the Sellers.

Gamma will not receive any proceeds from the Transaction.

Enquiries:

IMPORTANT NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful.  The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.  No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.  Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction.  No action has been taken by Hoxton or any of its affiliates, or Camsward that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exemptions, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act).  Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States.  There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors").  For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.  In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering of the Placing Shares, Citi and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares.  In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares.  They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Citi, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting on behalf of Hoxton and Camsward and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares.  Citi will not regard any other person as its client in relation to the offering of the Placing Shares.