Scheme of Arrangement becomes Effective
Gooch & Housego PLC has announced that the recommended cash acquisition by Greenlight Bidco Limited has become effective, with completion of the acquisition occurring today. Scheme shareholders are entitled to receive 1,230 pence in cash for each Scheme Share held. Dealings in Gooch & Housego shares on AIM have been suspended, and cancellation of admission to trading is expected by 7:00 a.m. on October 19, 2026. As a result of the scheme becoming effective, several directors have resigned from the Gooch & Housego board, and new directors have been appointed.
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(a newly formed company owned indirectly by Arlington Capital Partners VII, L.P. (“ACP”))
implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective and Completion of the Acquisition
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 has been 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”).
Scheme of arrangement becomes Effective
Further to the announcement made by G&H and Bidco on 14 October 2026 confirming that the Court had sanctioned the Scheme, and following delivery of a copy of the Scheme Court Order to the Registrar of Companies today, G&H and Bidco are pleased to announce that the Scheme has now become Effective. The Acquisition has therefore completed.
Settlement of the cash consideration
Under the terms of the Scheme, each Scheme Shareholder on the register of members of G&H at the Scheme Record Time, being 6:00 p.m. on 15 October 2026, is entitled to receive 1,230 pence in cash for each Scheme Share held by them at that time.
Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by the despatch of cheques in respect of Scheme Shares held in certificated form or the crediting of CREST accounts in respect of Scheme Shares held in uncertificated form, as soon as practicable, and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.
Suspension and cancellation of admission to trading on AIM
Dealings in G&H Shares on AIM have been suspended. Following an application by G&H to the London Stock Exchange, 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.
As a result of the Scheme having become Effective, share certificates in respect of G&H Shares have ceased to be valid documents of title and entitlements to G&H Shares held in uncertificated form in CREST system are being cancelled.
Changes to the G&H Board
As the Scheme has now become Effective, G&H announces that Gary Bullard, Serena Lang, Louise Evans, Susan Searle and Jim Haynes have each tendered their resignation as directors of G&H and stepped down from the G&H Board.
Each of Peter Manos, Ben Ramundo and Mark Giragosian has been appointed as a director of G&H.
End of the Offer Period
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
Requesting hard copy documents
General
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.