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Court Sanction of the Scheme of Arrangement

In brief · summary, not quotable

Court sanctions acquisition of Gooch & Housego by Greenlight Bidco for cash; delisting expected 19 October 2026.

Full announcement

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(a newly formed company owned indirectly by Arlington Capital Partners VII, L.P. (“ACP”))

to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Court Sanction of the Scheme of Arrangement

On 16 July 2026, the boards of directors of Greenlight Bidco Limited (“Bidco”) and Gooch & Housego PLC (“G&H”) announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of G&H (the “Acquisition”). The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in relation to the Scheme was published on 30 July 2026 (the “Scheme Document”).

On 26 August 2026, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolution relating to the implementation of the Scheme was passed by the requisite majority of G&H Shareholders at the General Meeting.

G&H and Bidco are pleased to announce that the Court has today made the Scheme Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.

Next steps and expected timetable

All of the Conditions set out in Part A of Part III (Conditions and Further Terms of the Acquisition and the Scheme) of the Scheme Document have been satisfied or waived other than the delivery of a copy of the Scheme Court Order to the Registrar of Companies, which is expected to occur on 16 October 2026, whereupon the Scheme will become Effective.

The last day of dealings in, and for registration of transfers of, G&H Shares is expected to be 15 October 2026. The Scheme Record Time is expected to be 6.00 p.m. on 15 October 2026, by which time CREST will be disabled in respect of the G&H Shares.

Dealings in G&H Shares on AIM are expected to be suspended by 7.30 a.m. on 16 October 2026. Subject to the Scheme becoming Effective, the cancellation of the admission of G&H Shares to trading on AIM is expected to take effect by 7.00 a.m. on 19 October 2026. Once suspended, dealings in G&H Shares are not expected to recommence. The suspension and cancellation will be made pursuant to G&H’s applications to the London Stock Exchange.

Subject to the Scheme becoming Effective on 16 October 2026, the cash consideration payable to Scheme Shareholders will be settled in accordance with the Scheme Document as soon as practicable and, in any event, by no later than 14 days after the Effective Date.

On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlement to Scheme Shares held in uncertificated form in CREST will be cancelled.

The expected timetable of principal events for the Acquisition remains as set out in the announcement made by G&H on 22 September 2026.

The dates and times in the expected timetable are indicative only, are based on G&H’s and Bidco’s current expectations and are subject to change. If any of the expected dates and/or times above change, the revised dates and/or times will be notified to G&H Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on G&H’s website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk.

A further announcement will be made when the Scheme becomes Effective.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to London time.

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.

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