Amended White Form of Proxy for General Meeting
Amended proxy form issued for General Meeting on 26 August 2026 relating to Arlington Capital Partners acquisition.
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a newly formed company owned indirectly by Arlington Capital Partners VII, L.P.
to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Amended White Form of Proxy for General Meeting
On 16 July 2026, the boards of directors of Greenlight Bidco Limited ("Bidco") and Gooch & Housego PLC ("G&H") announced the terms of a recommended cash offer by Bidco to acquire the entire issued, and to be issued, ordinary share capital of G&H (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Hard copies of the Scheme Document and Forms of Proxy for use at the Court Meeting and the General Meeting were sent to G&H Shareholders on 30 July 2026.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Amended WHITE Form of Proxy for use at the General Meeting
An amended version of the WHITE Form of Proxy for use at the General Meeting has today been posted to all G&H Shareholders.
This replaces the original WHITE Form of Proxy that was sent to G&H Shareholders on 30 July 2026 (alongside the Scheme Document), which, as a result of a typesetting error, did not contain boxes in which the shareholders could express their voting preference in respect of the Resolution.
If you are a G&H Shareholder who wishes to appoint a proxy for the General Meeting, please use the amended WHITE Form of Proxy. The amended WHITE Form of Proxy has also been published on G&H's website at www.gandh.com.
If you have already completed and submitted the original WHITE Form of Proxy, you will still need to complete and return the amended WHITE Form of Proxy to validly appoint a proxy for the General Meeting on 26 August 2026. The deadline for receipt of WHITE Forms of Proxy is no later than 10:30 a.m. (London time) on 24 August 2026 or, if the General Meeting is adjourned, by no later than 48 hours (excluding any non-working days) before the time fixed for the adjourned General Meeting.
There are no changes to the BLUE Form of Proxy for use in relation to the Court Meeting which was originally sent alongside the Scheme Document. G&H Shareholders should complete and return the BLUE Form of Proxy in accordance with the instructions set out in the Scheme Document.
The expected timetable for implementation of the Acquisition (including the date of the Court Meeting and the General Meeting and the date by which Forms of Proxy must be lodged) is unchanged and remains as set out in the Scheme Document and the announcement made on 30 July 2026.
Shareholder helpline
Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies of the Forms of Proxy will be provided free of charge.
Burges Salmon LLP is acting as legal adviser to G&H.
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and ACP.
Notices relating to financial advisers
Notice to US G&H Shareholders
Dealing and Opening Position Disclosure Requirements
Requesting hard copy documents
General
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.