233582 Gold Cover Spread 8mm Spine 07/10/2014 14:06 Page 1 Placing and Admission to AIM Gamma Communications plc Nominated AdviserAdviser,, Broker & Sole Bookrunner Perivan Financial Print 233582 233582 Gold pp001-pp004 07/10/2014 14:06 Page 1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the contents of this document or as to what action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (“FSMA”) who specialises in advising on the acquisition of shares and other securities. This document comprises an admission document prepared in accordance with the AIM Rules. Application will be made for the Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Ordinary Shares on AIM will commence at 8.00 a.m. on 10 October 2014. The Ordinary Shares are not dealt on any other recognised investment exchange and it is emphasised that no application has been, or is being, made for the Ordinary Shares to be admitted to any such exchange. This document is not an approved prospectus for the purposes of section 85 of FSMA, has not been prepared in accordance with the Prospectus Rules published by the Financial Conduct Authority (“FCA”) and a copy of it has not been, and will not be, delivered to the UK Listing Authority in accordance with the Prospectus Rules or delivered to or approved by any other authority which could be a competent authority for the purposes of the Prospectus Directive. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. You should be aware that an investment in the Company involves a high degree of risk. While the whole of this document should be read, the attention of the prospective investors is also drawn in particular to Part II (Risk Factors) of this document which sets out certain risk factors relating to any investment in the Ordinary Shares. All statements regarding the Group’s business, financial position and prospects should be viewed in light of these risk factors. GAMMA COMMUNICATIONS PLC (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 08943488) Placing of 44,163,374 Ordinary Shares at 187 pence per Ordinary Share and Admission to trading on AIM NOMINATED ADVISER, BROKER AND SOLE BOOKRUNNER Investec Bank plc The Company and the Directors, whose names appear on page 4 of this document, accept responsibility both individually and collectively for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. All of the Directors accept individual and collective responsibility for compliance with the AIM Rules. Upon Admission the Placing Shares will, following allotment, rank pari passu in all respects with the Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. This document does not constitute an offer to sell or a solicitation or offer to buy or subscribe for Ordinary Shares unless permitted by applicable law and regulation. This document is not for distribution in the Prohibited Territories. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of the Prohibited Territories or in any country, territory or possession where to do so would contravene local securities laws or regulations and the Ordinary Shares may not be offered or sold directly or indirectly within the Prohibited Territories or to, or for the account of, or benefit of, any person within the Prohibited Territories. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore any person into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws in any such jurisdictions. Investec Bank plc (“Investec”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as nominated adviser, broker and sole bookrunner to the Company in connection with the Placing and Admission and will not be providing advice to any other person in relation to the Placing and Admission or any other transaction or arrangement referred to in this document. Its responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and not under the AIM Rules for Nominated Advisers owed to the Company or to any Director or to any other person in respect of his or her decision to acquire Ordinary Shares in reliance on any part of this document. No representation or warranty, express or implied, is made by Investec as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). Investec will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to customers of Investec or for providing advice in relation to the contents of this document or any other matter. No liability is accepted by Investec for the accuracy of any information or opinions contained in, or for the omission of any material information from, this document, for which the Company and the Directors are solely responsible. Copies of this document are available free of charge to the public during normal business hours on any week day (excluding Saturdays, Sundays and public holidays) at the offices of the Company, Kings House, Kings Road West, Newbury, Berkshire BG14 5RY and shall remain available for at least one month after Admission. Copies of this document will also be available for download at the Company’s website at www.gamma.co.uk. 233582 Gold pp001-pp004 07/10/2014 14:06 Page 2 CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 PLACING STATISTICS 3 DIRECTORS, SECRETARY AND ADVISERS 4 KEY INFORMATION 5 DEFINITIONS 8 GLOSSARY OF TECHNICAL TERMS 11 PART I INFORMATION ON THE GROUP 15 PART II RISK FACTORS 44 PART III FINANCIAL INFORMATION 52 SECTION A – ACCOUNTANTS’ REPORT ON GAMMA TELECOM HOLDINGS LIMITED AND ITS SUBSIDIARY UNDERTAKINGS 53 SECTION B – HISTORICAL FINANCIAL INFORMATION ON GAMMA TELECOM HOLDINGS AND ITS SUBSIDIARY UNDERTAKINGS 55 SECTION C – UNAUDITED INTERIM FINANCIAL INFORMATION ON GAMMA TELECOM HOLDINGS AND ITS SUBSIDIARY UNDERTAKINGS 100 PART IV ADDITIONAL INFORMATION 110 2 233582 Gold pp001-pp004 07/10/2014 14:06 Page 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 7 October 2014 Admission and dealings in the Ordinary Shares to commence on AIM 10 October 2014 Expected date for CREST accounts to be credited 10 October 2014 Despatch of definitive share certificates in respect of the Placing Shares 17 October 2014 to be held in certificated form Notes: Each of the dates in the above timetable is subject to change without further notice. References to all times are to London time. PLACING STATISTICS Placing price per Placing Share 187p Number of Placing Shares 44,163,374 Number of Ordinary Shares in issue on Admission 88,326,746 Estimated gross proceeds of the Placing receivable £82.6 million by the Selling Shareholders Estimated net proceeds of the Placing receivable by the £79.9 million Selling Shareholders Market capitalisation, upon Admission, of the Company at £165.2 million the Placing Price ISIN GB00BQS10J50 SEDOL BQS10J5 AIM ticker AIM:GAMA 3 233582 Gold pp001-pp004 07/10/2014 14:06 Page 4 DIRECTORS, SECRETARY AND ADVISERS Directors: Richard Last (Independent Non-Executive Chairman) Robert (“Bob”) McKenzie Falconer (Chief Executive Officer) Andrew Scott James Belshaw (Finance Director) Alan Bertram Gibbins (Independent Non-Executive Director) Martin Robert Edward Lea (Independent Non-Executive Director) Andrew Jonathan Stone (Non-Independent Non-Executive Director) Wu Long Peng (Non-Independent Non-Executive Director) Company Secretary: Malcolm Charles Goddard Registered Office: 5 Fleet Place London EC4M 7RD Head Office: Kings House Kings Road West Newbury Berkshire RG14 5BY Nominated Adviser, Broker and: Investec Bank plc Sole Bookrunner 2 Gresham Street London EC2V 7QP Reporting Accountants and Grant Thornton UK LLP Auditors to the Company: 30 Finsbury Square London EC2P 7YU Legal Advisers to the Company: Bird & Bird LLP 15 Fetter Lane London EC4A 1JP Legal Advisers to the Eversheds LLP Nominated Adviser, Broker and One Wood Street Sole Bookrunner: London EC2V 7WS Registrar: Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Company website: www.gamma.co.uk 4 233582 Gold pp005-pp014 07/10/2014 14:07 Page 5 KEY INFORMATION The following summary information does not purport to be complete and should be read in conjunction with the more detailed information appearing elsewhere in this document.