Gamma Communications : Publication of a Prospectus

STRICTLY PRIVATE AND CONFIDENTIAL

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (FSMA).

This document comprises a prospectus (Prospectus) relating to Gamma Communications plc (Gamma or Company, and, together with its A3 4.1

consolidated subsidiaries, Group) which has been prepared in accordance with the prospectus regulation rules (Prospectus Regulation Rules) of the Financial Conduct Authority (FCA) made under Section 73A of FSMA. This Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended (UK Prospectus Regulation). This Prospectus has been filed with the FCA in accordance with the Prospectus Regulation Rules and together with the documents incorporated into it by reference (as set out in Part VIII - "Documentation Incorporated by Reference" of this Prospectus) will be made available to the public in accordance with Prospectus Regulation Rule 3.2 by the same being made available, free of charge, on the Company's websitehttps://gammagroup.co/company/investors/main-market-listing/ and at the Company's registered office at The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF.

A3 1.5

The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus A3 1.5

Regulation and such approval shall not be considered as an endorsement of the Company that is the subject of this Prospectus or of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. This Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation.

A12 1.5

UKLR 3.2.10(2)

UKLR 3.2.11(2)

This Prospectus does not constitute or form part of an offer or invitation to the public to subscribe for or purchase fully paid ordinary shares of £0.0025 each (Ordinary Shares) in the capital of the Company but is issued solely in connection with the admission of Ordinary Shares to the equity shares (Commercial Companies) category of the Official List of the FCA (Official List) and to trading on the London Stock Exchange plc's (London Stock Exchange) Main Market for listed securities (Admission). No offer of Ordinary Shares nor any other securities is being made in any jurisdiction or to any person.

The Ordinary Shares are (as at the date of this Prospectus) admitted to trading on the AIM market of the London Stock Exchange (AIM).

Application has been made to the FCA for all of the Ordinary Shares to be admitted to the equity shares (Commercial Companies) category of the UKLR 3.2.9(1) Official List and to trading on the London Stock Exchange's Main Market for listed securities (Admission). Admission to trading on the London Stock Exchange's Main Market constitutes admission to trading on a regulated market. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence at 08.00 (BST) on 2 May 2025. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or traded on any other stock exchange. The current admission of the Ordinary Shares to trading on AIM will also be cancelled on that date.

A12 6.1,6.2

The Company, whose registered office appears on page 27 of this Prospectus, and each of the Directors, whose names and business functions appear A3 1.1, and 1.2

on page 27 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its

A12 1.1 and 1.2

A3 1.2,

A12 1.1, 1.2

import. To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Company is A3 1.4, aware and is able to ascertain from information published by that third party, no facts have been omitted which may render the reproduced information A12 1.4 inaccurate or misleading.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" ON PAGES 10 TO 21 OF THIS DOCUMENT.

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED.

GAMMA COMMUNICATIONS PLC

(Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 08943488)

Admission to listing in the equity shares (Commercial Companies) category of the

A12 6.1

Official List and to trading on the Main Market of the London Stock Exchange

Sponsor and Broker

Peel Hunt LLP (Peel Hunt) is authorised and regulated in the United Kingdom by the FCA. Peel Hunt is acting exclusively for the Company as Sponsor and no one else in connection with the Admission and the matters set out in this Prospectus and will not regard any other person as its client in relation to the Admission and the other matters set out in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the Admission or any other matter set out herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Peel Hunt nor any of its subsidiaries, holding companies, branches or affiliates nor any of their respective directors, officers, employees, agents or advisers, owes or accepts or shall assume any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) to any person in relation to the Admission or any other matter set out in this Prospectus or for any acts or omissions of the Company and no representation or warranty, express or implied, is made by any of them as to the contents of this Prospectus, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by the Company, or on its behalf, or by Peel Hunt, or on its behalf, in connection with the Company, the Group, the Admission or the Ordinary Shares, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether or not to the past or future. To the fullest extent permitted by law, Peel Hunt and its subsidiaries, holding companies, branches and affiliates and their respective directors, members, officers, employees, agents, or advisers accordingly disclaim all and any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in tort, contract, under statute or otherwise (save as referred to above)) which they might otherwise have in respect of this Prospectus or any such statement or otherwise. Peel Hunt and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to the Company and its affiliates, for which they received customary fees. Peel Hunt and its affiliates may provide such services to the Company and its affiliates in the future.

NOTICE TO UNITED STATES INVESTORS

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption from, or in transactions not subject to, registration under the US Securities Act.

None of the securities referred to in this Prospectus have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or upon the adequacy or accuracy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence in the United States.

NOTICE TO OTHER OVERSEAS INVESTORS

The release, publication or distribution of this Prospectus in certain jurisdictions other than the UK may be restricted by law. No action has been taken by the Company or by Peel Hunt to distribute this Prospectus (or any other publicity materials relating to the Ordinary Shares) in any other jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement may be released, published or distributed in any other jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the Company and Peel Hunt to inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been taken by the Company or by Peel Hunt that would permit possession or release, publication or distribution of this Prospectus or any other publicity material in any jurisdiction where action for that purpose is required, other than in the UK.

It is the responsibility of each person into whose possession this Prospectus comes to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the distribution of this Prospectus and to obtain any governmental, exchange control or other consents which may be required, to comply with other formalities which are required to be observed and to pay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the Company and the Directors, Peel Hunt and all other persons involved in the Admission disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.

NOTICE TO ALL INVESTORS

Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents or use of any information contained in this Prospectus for any purpose other than considering Admission is prohibited.

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, Peel Hunt or any other person. Neither the delivery of this Prospectus nor Admission shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date.

Without limitation, the contents of the website of the Company (or any other websites, including the content of any website accessible from hyperlinks on the websites of the Company) do not form part of this Prospectus.

Capitalised terms have the meanings ascribed to them, and certain technical terms are explained, in Part IX - "Definitions" of this Prospectus.

The date of this Prospectus is 25 April 2025.

TABLE OF CONTENTS

	Page
SUMMARY	4
RISK FACTORS	10
IMPORTANT INFORMATION	22
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	26
DIRECTORS, SECRETARY AND ADVISERS	27

PART I:	INFORMATION ON THE COMPANY	28
PART II:	DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE	41
PART III:	SELECTED FINANCIAL INFORMATION	50
PART IV:	CAPITALISATION AND INDEBTEDNESS	54
PART V:	FINANCIAL INFORMATION OF THE GROUP	56
PART VI:	TAXATION	57
PART VII:	ADDITIONAL INFORMATION	61
PART VIII:	DOCUMENTATION INCORPORATED BY REFERENCE	98
PART IX:	DEFINITIONS	99
PART X:	GLOSSARY	105

SUMMARY

Art 7 3

1. INTRODUCTION AND WARNINGS

This summary should be read as an introduction to this Prospectus.

This Prospectus relates to a proposed admission of all the issued and to be issued Ordinary Shares to listing in the equity shares (Commercial Companies) category of the Official List and to trading on the Main Market of the London Stock Exchange by Gamma Communications plc (Company).

The legal and commercial name of the Company is Gamma Communications plc. The Company's registered address is The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF and its telephone number is 0333 014 0000. Its legal entity identifier (LEI) is 213800LAQZXPRIZUEH50 and its securities are the Ordinary Shares, registered with ISIN number GB00BQS10J50.

The Prospectus has been approved by the United Kingdom Financial Conduct Authority (FCA) (whose Art 7 4(a), head office is at 12 Endeavour Square, London, E20 1JN, and telephone number is [phone] A3 4.1 1000) on 25 April 2025 as competent authority under Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK Prospectus Regulation). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer that is, or of the quality of the securities that are, the subject of this Prospectus.

Art 7 5

A3 4.2

Warning: This summary has been prepared in accordance with Article 7 of the UK Prospectus Regulation and should be read as an introduction to the Prospectus. Any decision to invest in the Ordinary Shares should be based on a consideration of the Prospectus as a whole by the prospective investor. Investors could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or where it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Ordinary Shares.

UKLR 3.2.10(2) Art 7 4(b)

2. KEY INFORMATION ON THE COMPANY 2.1 Who is the issuer of the securities?

Art 7 6(a)

Issuer's Domicile, Legal Form, LEI, the Law under which it Operates and Country of A3 4.2

Incorporation The issuer of the Ordinary Shares is Gamma Communications plc, a public limited company incorporated and domiciled in England and Wales operating under English Law. The Company's legal entity identifier (LEI) is 213800LAQZXPRIZUEH50. The Company re-registered as a public limited company under the Companies Act on 3 October 2014. The Company and its subsidiary entities are known as the Group (Group).

UKLR 3.2.1(1)

Principal Activities

The Company is a developer and provider of a range of products and services that together form solutions that enable companies of all sizes to establish and maintain connections and communications that drive their businesses. Gamma's core solutions fall into three categories:

• l Cloud-Based Communications Solutions comprised of:

  • l Unified Communications - The Company provides Unified Communications as a Service (UCaaS) to allow businesses to bring together multiple communication types in one service and, by deploying in the cloud, ensure they can be accessed wherever they are needed.

  • l Customer Experience - The Company provides customer experience (CX) solutions, including Contact Centre as a Service (CCaaS) tools, to support multiple communication channels (voice, SMS, email, WhatsApp etc.) and allow businesses to deliver an improved experience to their customers.

• l Voice Enablement - The Company enables other applications providers such as Microsoft Teams to make and receive calls using phone numbers utilising its core voice network, as well as voice-enabling hardware communications systems physically located on end user premises.

l

Connectivity - Modern day voice services require data connectivity to operate. The Company provides a full suite of connectivity connections and services across fixed and mobile telephony.

Major Shareholders

In so far as it is known to the Company, the following persons are, as at 24 April 2025, being the latest practicable date prior to the publication of this Prospectus for ascertaining certain information contained herein (the Latest Practicable Date), will, on Admission, be directly or indirectly interested (within the meaning of the Companies Act) in 3 per cent. or more of the total voting rights of the Company (being the threshold for notification of voting rights that will apply to the Company and Shareholders on Admission pursuant to Chapter 5 of the disclosure guidance and transparency rules made by the FCA under Part VI of the Financial Services and Markets Act 2000, as amended):

Name of Major Shareholder	Number of Ordinary Shares as at Latest Practicable Date	Percentage of total voting rights as at Latest Practicable Date
Liontrust Investment Partners LLP	9,466,1981	10.14
BlackRock, Inc	7,302,4802	7.82
Allianz Global Investors GmbH	4,993,399	5.35
Jupiter Fund Management PLC	4,809,183	5.15
Aberdeen Group plc	4,768,647	5.11
Aegon NV	3,793,5073	4.06

A12 3.1

• 1 Includes 4,300 shares held as Securities Lending.

• 2 Includes 444,884 shares held as Contracts for Difference.

• 3 Includes 8,393 shares held as Contracts for Difference.

Key Executive Directors

Andrew Belshaw is the Chief Executive Officer and William (Bill) Castell is the Chief Financial Officer.

Statutory Auditors

A3 2.1

The auditors of the Company are Deloitte LLP, whose registered address is Abbots House, Abbey Street, Reading, RG1 3BD. Deloitte LLP is registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales.

Art 7 6(b)

2.2 What is the key financial information regarding the issuer?

The selected historical financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Group for each of the financial years ended 31 December 2022, 31 December 2023 and 31 December 2024 which have been incorporated into this Prospectus by reference.

Table 1: Selected information from the Consolidated Statement of Profit or Loss

(£ million)	Financial year ended
	31 December 2022	31 December 2023	31 December 2024
Revenue	484.6	521.7	579.4
Cost of sales	(236.9)	(254.5)	(279.1)
Gross profit	247.7	267.2	300.3
Operating expenses	(182.3)	(200.2)	(210.0)
Profit from operations	65.4	67.0	90.3
Finance income	0.8	5.4	7.1
Finance expense	(1.3)	(0.9)	(1.8)
Profit before tax	64.9	71.5	95.6
Tax expense	(15.4)	(17.8)	(25.8)
Profit after tax	49.5	53.7	69.8

Table 2: Selected information from the Consolidated Statement of Financial Position

(£ million)	As at
	31 December 2022	31 December 2023	31 December 2024
Non-current assets	185.7	214.3	246.9
Current assets	221.1	260.5	281.1
Total assets	406.8	474.8	528.0
Non-current liabilities	34.5	41.5	60.3
Current liabilities	72.6	89.1	95.0
Total liabilities	107.1	130.6	155.3
Total equity	299.7	344.2	372.7

Selected information from the Consolidated Statement of Cash Flows

(£ million)	Financial year ended
	31 December 2022	31 December 2023	31 December 2024
Net cash flows from operating activities	84.7	108.2	92.9
Net cash used in investing activities	(29.6)	(40.9)	(27.5)
Net cash used in financing activities	(13.8)	(25.2)	(47.6)
Net increase in cash and cash equivalents	41.3	42.1	17.8
Effects of exchange rate changes on cash and cash equivalents	0.5	(0.2)	(0.6)
Cash and cash equivalents at end of year	94.6	136.5	153.7

There are no qualifications in the audit reports on the historical financial information of the Group incorporated by reference in this Prospectus.

Art 7 6(c)

2.3 What are the key risks that are specific to the issuer?

Art 7 10

• 1. If Gamma fails to retain its customers or does not attract new customers, it may be unable to grow its revenues and profitability and effectively invest to enhance the capabilities of its solutions.

• 2. Failure to develop new routes to market in response to changing buying behaviours may impact Gamma's business, results of operations and prospects. Gamma operates in a rapidly evolving industry and so it needs to anticipate user preferences and industry changes and respond to such changes in a timely and effective manner. Failure to do so could result in competitors gaining market share and may impact Gamma's business, results of operations and prospects.

• 3. Innovation and technological development by competitors could undercut or negatively impact the Group's service proposition to its customer and user base which may materially adversely affect the Group's business, operating results and financial condition.

• 4. A cybersecurity-related attack or data loss could negatively impact Gamma's business and reputation as the Group relies on information technology systems to conduct its operations. Any cybersecurity related incident which occurs could have a material adverse effect on the Group's business, financial condition, results of operations or prospects.

• 5. The Group may make acquisitions and investments which could divert management's attention, result in operating difficulties and otherwise disrupt the Group's operations, and such acquisitions and investments may result in dilution to the Group's shareholders.

• 6. Adverse global economic events or prolonged economic uncertainties or downturns could materially adversely affect the Group's business, operating results and financial condition.

• 7. The Group is dependent on the supply and resilience of certain solutions and services as its business is dependent on third party suppliers to support the provision of its services. The failure of key suppliers to perform, or a breakdown or change in the Group's relationships with its suppliers, may have an impact on the Group's ability to deliver solutions and services and its reputation. It may therefore have a material adverse effect on the Group's business, financial condition, results of operations or prospects.

• 8. Failure to comply with legislation, including applicable communications, cyber security and data regulation could have an adverse effect on Gamma's business, financial conditions and prospects. Legal and regulatory non-compliance by the Group, including any failure to carry out appropriate assessments/audits or to establish appropriate technical and organisational measures to guard against security incidents, could lead to significant reputational damage and result in fines and civil liability.

• 9. Any failure, damage or disruption to the network and information systems used by the Group could disrupt the Group's ability to carry on its business as the Group's performance is dependent on the proper functioning of its network and information systems. A major service disruption could have a significant reputational impact and in some cases impact Gamma's commercial and financial position.

• 10. Change in government regulations relating to artificial intelligence, data protection, cyber security and communications or other areas of the Group's business could affect profitability. The adoption or modification of laws or regulations relating to communication, cyber security, data protection, or other areas of the Group's business could limit or otherwise adversely affect the manner in which it will conduct its business as they may require the Group to alter its service offerings and internal processes to ensure compliance.

• 11. Gamma's business could be adversely affected by geopolitical conflicts as these could cause commodity and energy price fluctuations, trade restrictions, currency fluctuations, supply chain disruptions, political instability, counterparty risks, and security risks. Gamma supplies communication solutions spanning across the UK and other countries in the EU which means it is not just exposed to geopolitical events in the UK, but across Europe.

3. KEY INFORMATION ON THE SECURITIES

3.1 What are the main features of the securities?

A12 4.1

Art 7 4(c)

Type, Class and ISIN

Art 7 4(d)

Art 4 5

The Ordinary Shares are ordinary shares in the share capital of the Company with a nominal value of £0.0025 each. The securities are in registered form and both certificated form and Book-entry (CREST).

Art 7 7(a)

A11 4.3

On Admission, the Ordinary Shares will be registered with an ISIN of GB00BQS10J50. The Ordinary Shares will be traded on the Main Market of the London Stock Exchange under the ticker symbol GAMA.

Currency, Denomination, Par Value, Number of Securities Issued and Term of the Securities

UKLR 3.2.4(2)

The currency of the Ordinary Shares is British pounds sterling. The aggregate nominal value of the A12 4.2 share capital of the Company as at the Latest Practicable Date was £237,616 comprising 95,046,389 ordinary shares of £0.0025 each, all of which were fully paid or credited as fully paid. As at the Latest Practicable Date, the Company held 1,699,492 Ordinary Shares in treasury. The shares held in Treasury have no voting rights. The total voting rights in the Company are therefore 93,346,897.

Rights attached to the Securities

Each Ordinary Share ranks pari passu for voting rights, dividends and return of capital on winding A12 4.7(a)(b)(d)(e) up. Shareholders have the right to receive notice of, and to attend and vote at, any meetings of Shareholders. Each Shareholder entitled to attend and being present in person, by proxy or by a duly authorised corporate representative at a meeting shall have one vote on a show of hands and, on a poll, each such Shareholder shall have one vote for every Ordinary Share of which it is the holder.

Seniority of the Securities in the Capital Structure of the Company in the event of Insolvency

The Company does not have any securities in issue other than the Ordinary Shares (details of UKLR 3.2.4(1) which are set out in Part VII - "Additional Information" of this Prospectus), or liens over its assets A12 4.4 and so the Ordinary Shares are not subordinated in the Company's capital structure as at the date of the Prospectus and will not be immediately following Admission.

Restrictions on the Free Transferability of the Securities

UKLR 3.2.4(1)

There are no restrictions on the free transferability of the Ordinary Shares.

Dividend Policy:

A3.11.6

The Board's main priorities when it comes to Gamma's cash is to enhance the growth of the business, both organically and through acquisition, and to reward shareholders through growth in earnings alongside its progressive dividend policy while retaining a robust capital base.

The Board will continue to keep its capital allocation policy and potential further distributions to A3.11.6.1 shareholders, including share buybacks, under review, balancing opportunity for investment in organic and inorganic growth and liquidity.

The proposed final dividend for the year ended 31 December 2024 is 13.0 pence per Ordinary ULKR 3.2.3 Share; subject to shareholder approval, this will be payable on 19 June 2025 to shareholders on the register on 30 May 2025. An interim dividend of £6.2 million in aggregate (6.5 pence per Ordinary Share) was paid on 17 October 2024. The declaration and payment of all future dividends under the policy will remain subject to approval by the Directors.

3.2 Where will the securities be traded?

UKLR 3.2.9(1)

Application has been made to the FCA and the London Stock Exchange, respectively, for all of the Art 7(b) Ordinary Shares to be admitted to the equity shares (Commercial Companies) category of the Official List and to the London Stock Exchange's Main Market. The current admission of the Ordinary Shares to trading on AIM will be cancelled on the date of Admission. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or trading on any other exchange.

3.3

What are the key risks that are specific to the securities?

A 12.2.1

Art 7(d)

• 1. Limited market for the Ordinary Shares. An active trading market for the Ordinary Shares may not develop or, if developed, may not be maintained, which could adversely affect the liquidity and trading price of the Ordinary Shares and therefore the value of any investment.

• 2. Fluctuation and volatility of the price of the Ordinary Shares. Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares.

• 3. Dividend payments on the Ordinary Shares are not guaranteed. The Group's ability to pay any dividend will depend on a number of factors, including its results of operations, financial condition and profitability, free cash flow and other factors considered relevant by the Directors. The Group can therefore give no assurance that it will be able to pay dividends or as to the amount of any such dividends.

• 4. Shareholders may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable. There may be a limited number of Shareholders and there may be infrequent trading in the Ordinary Shares on the London Stock Exchange and volatile Ordinary Share price movements. Shareholders should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable.

4. KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET 4.1 Under which conditions and timetable can I invest in this security?

Art 8(a)

General terms and conditions of the offer

The Company is not offering any new Ordinary Shares or any other securities in connection with

Art 7 7(b)

UKLR 3.2.9(1)

Admission. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to Art 7 4(d)

Art 7 7(d)

subscribe for or to buy, any Ordinary Shares of the Company in any jurisdiction. The Ordinary Shares will not be generally made available or marketed to the public in any jurisdiction in connection with Admission.

Art 7 10

Expected Timetable of the Offer

It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence on the London Stock Exchange at 08:00 (BST) on 2 May 2025.

4.2

Why is this Prospectus being produced?

Art 7 4(d)

Reasons for Admission to trading on a regulated market

Gamma was admitted to AIM in 2014 and has since demonstrated a strong track record of growth UKLR 3.2.3 and cash generation. The Board believes that a move to the Main Market will serve to further enhance the Company's corporate profile and reputation, as Gamma continues to grow in different jurisdictions. The Board also believes a move will extend the opportunity to own the Company's Ordinary Shares to a broader group of UK and global institutional shareholders.

The Prospectus is being produced solely in connection with the applications which have been made Art 7 8(c) to the FCA and the London Stock Exchange for the Ordinary Shares to be admitted to listing on the equity shares (Commercial Companies) category of the Official List and on the Main Market of the London Stock Exchange.

Indication of the most material conflicts of interests relating to the admission to trading

There are no material conflicts of interest pertaining to the offer or admission to trading.

RISK FACTORS

The investment detailed in this document may not be suitable for all its recipients and involves a higher than normal degree of risk. Before making an investment decision, prospective investors are advised to consult an investment adviser authorised under FSMA who specialises in investments of the kind described in this document. Prospective investors should consider carefully whether an investment in the Group is suitable for them in the light of their personal circumstances and the financial resources available to them.

A3 3.1

A12 2.1

Before deciding whether to invest in Ordinary Shares, prospective investors should carefully consider the risks described below together with all other information contained in this document.

The risks referred to below are those risks the Group and the Directors consider to be the material risks relating to the Group. The risk factors described below may not be exhaustive. Additional risks and uncertainties relating to the Group that are not currently known to the Directors, or that are currently deemed immaterial, may also have an adverse effect on the Group's business. If this occurs the price of the Ordinary Shares may decline, and investors could lose all or part of their investment.

Prospective investors should note that the risks relating to the Group, its industry and the Ordinary Shares summarised in the section of this document headed "Summary" are the risks that the Group believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

1. RISKS RELATING TO THE BUSINESS AND OPERATIONS OF THE GROUP

1.1 If Gamma fails to retain its existing customers or does not attract new customers, it may be unable to grow its revenues and profitability and effectively invest to enhance the capabilities of its solutions

In order to grow revenues, the Group must retain existing customers to the extent possible and continuously attract new customers. Any failure to do so could impact the Group's revenues. The Group's ability to attract new customers depends on, among other things, the perceived value of its solutions versus that of the solutions offered by competitors (further details of the risk posed by the competitive landscape in which the Group operates are provided at 1.15 below), the success of the Group's marketing and sales strategies, the quality of the service provided by Gamma and its Channel Partners, and the competitiveness of the Group's solutions being offered.

Customers include both the end users of the Group's services and the Channel Partners who may provide the Group's routes to market; therefore the Group's marketing and sales strategies are multi-faceted so as to attract new Channel Partners as well as end users of its solutions. If the Group's current or future marketing or sales strategy is not successful or becomes less effective, or if sales and marketing costs were to significantly increase, it may not be able to maintain or expand its customer base on a cost-effective basis or at all, and its business may be adversely affected. The Group may fail to retain end users if the Group does not adequately source and train competent Channel Partners and poor service from a Channel Partner could result in end users choosing to move to a different supplier in the same way that poor service from Gamma to a Channel Partner may result in reduced business being placed by the Channel Partner. In addition, if pricing of the solution provided by the Group becomes uncompetitive, the solution does not perform as required or a competitor develops and commercialises a product which is more technologically advanced as compared to the solutions being offered by the Group, alternative suppliers may become more attractive to the customer. If the Group needs to expend additional resources in order to maintain existing customers, it could have a significant impact on the Group's business and financial condition.

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