Epiris Gamma Communications offer: the clearances that condition a UK telecoms deal
In short: The Epiris Gamma Communications offer is conditional on antitrust clearance in Germany and Austria, and on foreign investment and sector clearances in Australia, Germany, Spain, the Netherlands and the United Kingdom. The UK condition is the National Security and Investment Act 2021. No UK competition clearance condition appears, because the Enterprise Act 2002 regime is voluntary and the Takeover Code has not required one since 5 July 2021.
When a buyer agrees to acquire a listed UK telecoms business, the conditions in the announcement tell you which regulators can actually stop it. Some of those conditions are compulsory, because the regime concerned prohibits closing until clearance arrives; the rest are a commercial choice about who carries the risk. Bradbury Bidco, backed by funds advised by Epiris, agreed terms to acquire Gamma Communications plc on 1 September 2026 at 1,120 pence a share in cash, valuing the equity at approximately £1,015 million.
Key points
- The acquisition proceeds by scheme of arrangement, a court-approved procedure under Part 26 of the Companies Act 2006 that transfers the whole company once the court sanctions it. Implied enterprise value is approximately £1,079 million, completion is expected in the first half of 2027, and the long stop date, after which either party may walk away, is 31 August 2027. Source: firm offer announcement, 1 September 2026.
- Antitrust clearance is a condition in Germany, from the Bundeskartellamt under the Gesetz gegen Wettbewerbsbeschränkungen (the German competition statute), and in Austria, from the Bundeswettbewerbsbehörde and the Bundeskartellanwalt under the Kartellgesetz 2005 (the Austrian cartel statute). Source: firm offer announcement, Appendix I, Part A, paragraph 3.
- Foreign investment clearance is a condition in Australia, Germany, Spain and the United Kingdom, and a sector-specific clearance under the Dutch Telecommunications Act is a condition in the Netherlands. Source: firm offer announcement, Appendix I, Part A, paragraph 3.
- The UK condition is clearance under the National Security and Investment Act 2021, which applies to providers of public electronic communications networks and services with relevant UK turnover of at least £50 million. Source: SI 2021/1264, Schedule 5, paragraph 2.
- No Competition and Markets Authority condition, and no reference to the Enterprise Act 2002, appears anywhere in the announcement or its four appendices. Source: firm offer announcement.
- The Takeover Panel deleted the Code rule that used to require a CMA lapse term, with effect from 5 July 2021. A Phase 2 reference condition, which protects a buyer if the CMA opens an in-depth investigation, is now elective. Source: Response Statement RS 2020/1, 31 March 2021, paragraph 5.8.
| Regime | Mandatory and suspensory? | A condition of this offer? |
|---|---|---|
| German merger control (Gesetz gegen Wettbewerbsbeschränkungen) | Yes | Yes |
| Austrian merger control (Kartellgesetz 2005) | Yes | Yes |
| UK national security (NSI Act 2021) | Yes | Yes |
| Australian foreign investment (FATA 1975) | Yes, where notifiable | Yes |
| German and Spanish foreign investment | Yes, where notifiable | Yes |
| Dutch Telecommunications Act clearance | Yes, where notifiable | Yes |
| UK merger control (Enterprise Act 2002) | No, voluntary and non-suspensory | No |
| EU Merger Regulation | Yes, where thresholds met | No EU filing disclosed, inferred from the national filings |
What the offer is conditional on
Seven named regulatory approvals condition completion, across six countries. Germany and Austria supply the two antitrust conditions. Australia, Germany, Spain and the United Kingdom supply investment clearances, and the Netherlands supplies a clearance from the Dutch Minister of Economic Affairs and Climate Policy under the Dutch Telecommunications Act, which the announcement’s own summary groups with the foreign investment approvals although it is a sector clearance.
Two further conditions apply alongside the seven named approvals. A third-party-action condition expressly carves out the named antitrust and regulatory approvals, so it does not import a competition condition by another route. A change-of-control condition requires consent from any governmental entity that regulates or licenses a Gamma group company, and is qualified by materiality. The offer therefore carries no named UK competition condition, which is a narrower statement than saying the seven approvals exhaust the regulatory conditions altogether.
Why Germany and Austria had to be conditions
Both regimes prohibit implementation before clearance, so the parties had no choice. Section 39(1) of the German Gesetz gegen Wettbewerbsbeschränkungen requires concentrations to be notified to the Bundeskartellamt before they are implemented, and section 41(1) prohibits implementation until clearance. Section 17(1) of the Austrian Kartellgesetz 2005 has the same effect: a notifiable concentration may not be implemented until the Federal Competition Authority and the Federal Cartel Prosecutor have waived their right to apply for examination, or the review period has expired without such an application.
The filing obligation in each case follows from the parties’ turnover, and does not depend on whether anyone thinks the transaction raises a competition problem. Gamma reported revenue of £645.8 million for 2025 and has built a German business through acquisition, so the thresholds are met comfortably. A £1 billion acquisition of a business whose Austrian presence is slight requires a deal-blocking filing in Vienna, while no filing at all is required in the target’s principal market.
A business with operations in Germany, Austria, Spain and the Netherlands generates two national antitrust filings and no European one. Article 21(2) of Council Regulation (EC) No 139/2004 confers sole jurisdiction on the European Commission over concentrations with a Community dimension, and Article 21(3) prevents Member States applying national merger control to them. Standalone German and Austrian filings therefore indicate that the parties have concluded the EU thresholds are not met.
Why UK competition clearance is not a condition
UK merger control under Part 3 of the Enterprise Act 2002 is voluntary and non-suspensory, so nothing obliged Epiris to condition the offer on it. Section 96 provides that a person authorised by regulations may give notice to the CMA. The duty in section 22 falls on the CMA to make a reference, not on the parties to file, and its express application to completed mergers assumes that closing without clearance is lawful.
The Takeover Code used to fill that gap. Until 5 July 2021, Rule 12.1 required an offer within the statutory provisions for a possible Phase 2 reference to carry a term that it would lapse if a reference were made, with a matching limb for European Commission proceedings. The Code Committee deleted that rule, together with Rule 12.2 and Rule 13.2 and the associated definitions, so that the Code would treat all official authorisations and regulatory clearances consistently. Rule 12 in the current Code governs long stop dates on contractual offers; on a scheme the equivalent provision is Section 3(g) of Appendix 7.
Practice Statement 5, paragraph 3.9, records that an offeror may include a Phase 2 reference condition. Paragraph 3.13 warns that an offeror without one will be unable to lapse its offer if clearance is refused, and treats a Phase 2 clearance condition as normally prudent, and Epiris has not included one.
The UK risk Epiris has agreed to carry
The CMA keeps jurisdiction over this transaction whether or not anyone files. Gamma’s group revenue of £645.8 million puts it well above the £100 million UK turnover threshold in section 23(1)(b) of the Enterprise Act 2002, as raised by Schedule 4 to the Digital Markets, Competition and Consumers Act 2024 with effect from 1 January 2025.
While the acquisition remains uncompleted the CMA may refer it as an anticipated merger under section 33, and no statutory period limits when it may do so. Section 72 allows an initial enforcement order preventing pre-emptive action while it considers a reference. The four-month period in section 24 governs a reference made after the enterprises have ceased to be distinct, and on a publicly announced transaction that period runs from completion. So the exposure is continuous from announcement through to completion, and for four months after it, rather than confined to a window that expires before completion.
If the CMA referred the deal, Epiris would have no competition condition to invoke, and would be looking to another condition or to the 31 August 2027 long stop date. Anyone assessing that exposure on a regulated target will find the practical scoping questions covered on our deal structuring and negotiation page.
The UK condition that does appear has a harder edge than any of the antitrust ones. Section 14 of the National Security and Investment Act 2021 requires notice before control is gained in a notifiable acquisition, and section 13 provides that such an acquisition completed without approval is void, automatically and without any act by the Secretary of State, which is why the condition could not be left out.
Viewpoint
The conditions list tells you which regulators the parties believe can stop them, and which risks the buyer has agreed to absorb. The conditions nobody negotiates are the compulsory ones, because no amount of bargaining removes a suspensory filing. The negotiation happens over the elective ones, and since July 2021 UK competition clearance has been among them.
Our April 2026 analysis of the Gamma offer period was written before an offeror had been identified, when CMA engagement looked like the question to watch. The conditions Epiris accepted answer it differently. The scheme document, due within 28 days of the announcement, and in particular the co-operation agreement, will show whether UK antitrust risk has been allocated contractually where the conditions do not allocate it.
Frequently asked questions
Does a UK public takeover have to be cleared by the CMA before completion?
No. UK merger control under Part 3 of the Enterprise Act 2002 is voluntary and non-suspensory. Section 96 permits a notification without requiring one, and section 22 places a duty to refer on the CMA rather than a duty to file on the parties. Many parties still choose to make CMA clearance a condition of their offer.
Does the Takeover Code require a CMA condition?
Not since 5 July 2021. The Code Committee deleted the former Rule 12.1, which had required a lapse term where a Phase 2 CMA reference was possible, so that all official authorisations and regulatory clearances would be treated consistently. Practice Statement 5, paragraph 3.9, now provides that an offeror may include a Phase 2 reference condition, and paragraph 3.13 advises careful consideration before omitting one.
How long does the CMA have to investigate a deal it has not cleared?
Before completion, indefinitely. Section 33 of the Enterprise Act 2002 allows the CMA to refer an anticipated merger with no statutory time limit, and section 72 allows an initial enforcement order preventing pre-emptive action. After completion, section 24 allows a reference where the enterprises ceased to be distinct not more than four months earlier, which on a publicly announced transaction runs from the date of completion.
Why does NSI Act clearance condition UK telecoms deals above the threshold?
Because the regime is mandatory and suspensory, and the sanction is severe. Section 14 of the National Security and Investment Act 2021 requires notice before control is gained, and section 13 makes a notifiable acquisition completed without approval void. Schedule 5, paragraph 2 of SI 2021/1264 applies to providers of public electronic communications networks and services with relevant UK turnover of at least £50 million.
For advice on which clearances condition an acquisition in the telecoms, data or payments sectors, and on how that risk is allocated between buyer and seller, contact Rob Bratby at Bratby Law. Our transactions practice advises on regulated M&A, including the sequencing of clearances of this kind.
