IMPORTANT NOTICE
AS ANNOUNCED ON 7 APRIL 2026, THE COMPANY IS IN PRELIMINARY DISCUSSIONS WITH A NUMBER OF INTERESTED COUNTERPARTIES (“POTENTIAL OFFERORS”) WITH A VIEW TO ESTABLISHING WHETHER SUCH POTENTIAL OFFERORS MIGHT BE WILLING TO PUT FORWARD A PROPOSAL THAT WOULD DELIVER GREATER VALUE TO SHAREHOLDERS THAN PURSUING A STANDALONE INDEPENDENT STRATEGY. SUCH DISCUSSIONS MAY OR MAY NOT LEAD TO AN OFFER BEING MADE FOR THE COMPANY (“POSSIBLE OFFER”). AS A RESULT OF SUCH ANNOUNCEMENT, THE COMPANY IS NOW CONSIDERED TO BE IN AN “OFFER PERIOD” AS DEFINED IN THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (“INFORMATION”) PUBLISHED BY THE COMPANY RELATING TO ANY POSSIBLE OFFER IN COMPLIANCE WITH THE CODE.
THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.
ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY GAMMA IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY POSSIBLE OFFER, IF MADE, CANNOT BE VALIDLY ACCEPTED BY GAMMA SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS, IF AND WHEN PUBLISHED, FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH GAMMA REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
If you would like to access information on any Possible Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on who you are and where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of any Possible Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to any Possible Offer or otherwise.
Any Possible Offer would be made solely by means of an offer document (or equivalent) which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to any Possible Offer should be made solely and only on the basis of the information provided in any such document.
Responsibility
The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any obligations under applicable law or regulation, Gamma accepts no responsibility or duty to update any such information, document, announcement or information, and reserves the right to add to, remove or amend any document, announcement or information reproduced on this Microsite at any time, and you should, therefore, read it in full each time you visit this Microsite.
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of Gamma is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Gamma nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Gamma shareholders should seek advice from an independent financial adviser as to the suitability of any action for the shareholder concerned.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Gamma and no one else in connection with any Possible Offer or other matters referred to in this Microsite, and will not regard any other person (whether or not they are accessing this Microsite) as a client in relation to any Possible Offer or other matters referred to in this Microsite and is not, and will not be responsible to anyone other than Gamma for providing the protections afforded to clients of Barclays, nor for providing advice in relation to any Possible Offer or contents of this Microsite. Neither Barclays nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays in connection with any Possible Offer or other matters referred to in this Microsite.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Securities Exchange Act 1934 of the United States, Barclays and its affiliates will continue to act as exempt principal trader in Gamma securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Forward-looking statements
The information on this Microsite may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Gamma with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ”anticipate’, ‘target, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning or the negative thereof. These statements are based on assumptions and assessments made by Gamma in light of its experience perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the information on this Microsite could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the information on this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the information on this Microsite. Gamma does not assume any obligation to update or correct the information contained on this Microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, social, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
Overseas persons
The materials found on this Microsite contain information in respect of any Possible Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.
This Microsite contains information which has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
Notice to US investors
Any Possible Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved or will approve any Possible Offer, passed upon the fairness of any Possible Offer or passed upon the adequacy or accuracy of any information contained, or to be contained, in any offer document (or equivalent) or in this section of the website. Any representation to the contrary is a criminal offence in the United States.
The financial information included in certain documents contained or to be contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of shares in Gamma to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Acceptance of notice
By choosing the “I AGREE” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Gamma is lawfully entitled to make the content of any communication or document in relation to any Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to any Possible Offer.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported action taken in respect of any Possible Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Gamma nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
ACKNOWLEDGEMENT AND ACCEPTANCE
By clicking on “I AGREE” box below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to this Microsite and agree to be bound by its terms. If you are not able to give these confirmations, we cannot provide you access to the Microsite and you should click on the “I DECLINE” box below.