TIDMZEG
RNS Number : 9728S
Zegona Communications PLC
09 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
This announcement is an advertisement AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. A COPY OF THE
PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH
ADMISSION AND RE-ADMISSION WILL, WHEN PUBLISHED, BE AVAILABLE FOR
INSPECTION AT THE COMPANY 'S REGISTERED OFFICE AND, SUBJECT TO
certain access restrictions, ON THE COMPANY'S WEBSITE,
WWW.ZEGONA.COM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Zegona Communications plc
Proposed Placing
Further to the announcements of 31 October 2023 in connection
with the Company's acquisition of Vodafone Spain for EUR5.0bn,
Zegona announces a proposed placing to raise gross proceeds of
approximately EUR300 million (GBP261 million) (the " Placing "
).
The Placing will comprise the issue of New Zegona Shares to
institutional investors at the Offer Price of 150 pence per share
by way of a non-pre-emptive placing. It will be conducted through
an accelerated bookbuilding process which will be launched
immediately following this announcement.
In addition to the Placing, as previously announced, the Company
has raised gross proceeds of up to EUR900 million pursuant to the
conditional subscription by Newco for New Zegona Shares at the
Offer Price (converted to Euro at the Exchange Rate) by using the
proceeds of the issue of the subscription by Vodafone Europe B.V.
of preference shares in Newco (the "Conditional Subscription").
Assuming the gross proceeds of the Placing are EUR300 million,
Newco is expected to subscribe for New Zegona Shares for an
aggregate amount of EUR 900 million.
The Company also intends to raise gross proceeds of up to EUR8
million through a separate offering of New Zegona Shares at the
Offer Price via PrimaryBid (the "PrimaryBid Offer"). The PrimaryBid
Offer is expected to launch in due course following the results of
the Placing having been announced and the Prospectus having been
published.
The net proceeds of the Placing, the Conditional Subscription
and the PrimaryBid Offer will be used to partially fund the
Acquisition, pay fees and expenses incurred in connection with the
Acquisition and Offer and for general corporate purposes.
Details of the Placing
In connection with the Placing, Deutsche Numis is acting as
global co-ordinator and joint bookrunner and each of Canaccord, ING
and UniCredit are acting as joint bookrunners.
The timing of the closing of the Bookbuild and allocations are
at the discretion of the Company and the Global Co-ordinator. The
results of the Placing, which will include the final number of
Placing Shares and the gross proceeds of the Placing, will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares are expected to represent approximately 25
per cent. of the Company's ordinary share capital at Admission
(assuming all of the New Zegona Shares in the PrimaryBid Offer are
subscribed and Newco subscribes for New Zegona Shares for an
aggregate amount of EUR900 million).
The Offer Price represents a 380 per cent. premium to the
closing mid-market price of a Zegona Share on 22 September 2023,
the date when Zegona requested that trading in its shares was
suspended by the London Stock Exchange following press speculation
in relation to the Acquisition.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Zegona
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Zegona
Shares after the Closing Date. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
Subject to the Placing Agreement not having been terminated in
accordance with its terms, each Joint Bookrunner has severally (and
not jointly nor jointly and severally) agreed with the Company, in
the event of any default by any Placee in paying the Offer Price in
respect of any Placing Shares allotted to it, to take up such
Placing Shares itself at the Offer Price in agreed proportions.
Members of the public are not eligible to take part in the
Placing.
The Placing is not conditional on Completion and may therefore
complete while the Acquisition does not. In such circumstances, the
Directors' current intention is that they may seek to undertake
other transactions that the Directors consider (having sought
Zegona Shareholder approval) appropriate. If the Zegona Group is
unable to identify uses for the net proceeds of the Placing
received by the Company at Admission which the Directors consider
(having consulted with Zegona Shareholders) to be appropriate then
the Company may seek to return some of the net proceeds of the
Placing to Zegona Shareholders, at which point the Directors will
evaluate how best, in their view, to execute such return of
capital, having regard to applicable legal requirements and the
Company's ongoing funding position. However, there can be no
guarantee that such proceeds will be returned to Zegona
Shareholders in a timely manner or at all.
Applications for Admission and Re-Admission and Prospectus
Applications will be made to the FCA for admission of the New
Zegona Shares to listing on the standard listing segment of the
Official List and to the London Stock Exchange for Admission. It is
expected that Admission will become effective at 8.00 a.m. on 17
November 2023 or such later time and date (being not later than
8.00 a.m. on 24 November 2023) as the Global Co-ordinator and the
Company may agree.
As the Acquisition is classified as a reverse takeover under the
Listing Rules, upon Completion the admission of all of the Zegona
Shares in issue immediately prior to Completion to the standard
listing segment of the Official List will be cancelled and
applications will be made to the FCA and to the London Stock
Exchange, respectively, for the re-admission of Zegona Shares to
the standard listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities.
In connection with Admission and Re-Admission, the Prospectus
prepared by, and relating to, the Company is expected to be dated
on or around 13 November 2023 after the results of the Placing have
been announced. The Prospectus will, subject to approval by the
FCA, be published on the Company's website and made available at
the Company's registered office. Following the suspension of the
Zegona Shares on 22 September 2023, the admission to listing and
trading of the Zegona Shares is expected to be restored on the
Business Day following publication of the Prospectus.
Capitalised terms in this Announcement shall, unless the context
requires otherwise, have the meanings set out in Appendix 2. Please
read the "Important Notices" section of this Announcement.
Enquiries:
Tavistock (UK Public Relations adviser)
Lulu Bridges +44 (0)20 7920
Jos Simson 3150
Deutsche Numis (Sole Global Co-ordinator
and Joint Bookrunner)
Saadi Soudavar
Mark Hankinson
Gavin Deane +44 (0)20 7545
Mathew Mathew 8000
Canaccord Genuity (Joint Bookrunner)
Bobbie Hilliam
Alex Aylen +44 (0)20 7523
Sam Lucas 8000
ING (Joint Bookrunner)
Rickard Thiadens
Mark Prins
Maarten Pleun Vrij +31 (0)20 563
Han-Ywan Hu 8921
UniCredit (Joint Bookrunner)
Silvia Viviano
Veronica Bosco +39 (0)28 862
Fabio Notarangelo 0232
About Zegona
Zegona was established in 2015 with the objective of investing
in businesses in the European TMT sector and improving their
performance to deliver attractive shareholder returns. Zegona is
led by former Virgin Media executives Eamonn O'Hare and Robert
Samuelson and is admitted to the standard listing segment of the
Official List and to trading on the Main Market. For more
information go to www.zegona.com. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan or South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
Members of the public are not eligible to take part in the
Placing.
No action has been taken by the Company, Deutsche Bank AG,
London Branch (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), Canaccord Genuity Limited ("Canaccord"),
ING Bank N.V. ("ING") or UniCredit Bank AG, Milan Branch
("UniCredit" and, together with Deutsche Numis, UBS, Canaccord and
ING, the "Joint Bookrunners") or any of their respective
affiliates, or any person acting on its or their behalf that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunner to inform themselves about, and to observe, such
restrictions.
This Announcement is not a prospectus but an advertisement.
Neither this Announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Potential investors
should read the Prospectus before making an investment decision in
order to fully understand the potential risks and rewards
associated with the decision to invest in the securities to be
admitted to the standard listing segment of the Official List of
the FCA.
Copies of the Prospectus will, when published, be available for
inspection at the Company's registered office and, subject to
certain access restrictions, on the Company's website at
www.zegona.com. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold or transferred, directly or indirectly, in or into
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or any other jurisdiction of the United States. Accordingly,
the Placing Shares will be offered and sold only (i) outside of the
United States in "offshore transactions" (as such term is defined
in Regulation S under the US Securities Act ("Regulation S"))
pursuant to Regulation S and otherwise in accordance with
applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the
US Securities Act) ("QIBs") who are also qualified purchasers
("QP") as defined in Section 2(a)(51) of the US Investment Company
Act of 1940, as amended (the "US Investment Company Act"),
acquiring the Placing Shares for their own account or for the
account of another QIB that is also a QP and who have executed and
delivered to the Company and the Joint Bookrunners a US Investor
Letter substantially in the form provided to it, in each case,
pursuant to an exemption from, or in a transaction not subject to,
registration under the US Securities Act. No public offering of the
securities referred to herein will be made in the United States or
elsewhere.
In addition, the Company has not been and will not be registered
under the US Investment Company Act and investors will not be
entitled to the benefits of the US Investment Company Act. No
offer, purchase, sale or transfer of the Placing Shares may be made
except under circumstances which will not result in the Company
being required to register as an investment company under the US
Investment Company Act.
The Placing has not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the Placing, or the accuracy or adequacy of this Announcement.
Any representation to the contrary is a criminal offence in the
United States.
This Announcement has not been approved by the Financial Conduct
Authority (the "FCA") or the London Stock Exchange. Any approval of
the Prospectus by the FCA should not be understood as an
endorsement of the securities to be admitted to the standard
listing segment of the Official List of the FCA.
This Announcement is not a prospectus, product disclosure
statement or disclosure document for the purposes of the
Corporations Act 2001 (Cth) ("Corporations Act"). It has not been
lodged with the Australian Investments and Securities Commission,
or otherwise.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan or South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be
unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral or written and legally binding
offer to acquire Placing Shares will be deemed to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement are
forward-looking statements and are based on current expectations,
estimates and projections about the expected effects of the
Transaction on the Zegona Group, Vodafone Spain and the Enlarged
Group, the anticipated timing and benefits of the Transaction, the
Zegona Group's and Vodafone Spain's anticipated standalone or
combined financial results and outlook, the industry and markets in
which the Zegona Group, Vodafone Spain and, the Enlarged Group
operate and the beliefs, and assumptions made by the Directors.
Words such as "expects", "should", "intends", "plans", "believes",
"estimates", "projects", "may", "targets", "would", "could" and
variations of such words and similar expressions are intended to
identify such forward-looking statements and expectations. These
statements are based on the current expectations of the management
of the Company, Vodafone Spain or Vodafone Group (as the case may
be) and are subject to uncertainty and changes in circumstances and
involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such
forward-looking statements. As such, forward-looking statements
should be construed in light of such factors. Neither the Company,
Vodafone Spain, nor any of their respective associates or
directors, proposed directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement will actually occur or that if any of the events
occur, that the effect on the operations or financial condition of
the Company, Vodafone Spain or the Enlarged Group will be as
expressed or implied in such forward-looking statements.
Forward-looking statements contained in this Announcement based on
past trends or activities should not be taken as a representation
that such trends or activities will necessarily continue in the
future. In addition, these statements are based on a number of
assumptions that are subject to change. Such risks, uncertainties
and assumptions include, but are not limited to: the satisfaction
of the conditions to the Transaction and other risks related to
Completion and actions related thereto; the Company's and Vodafone
Group's ability to complete the Transaction on the anticipated
terms and schedule; the tax treatment of the Transaction; risks
relating to any unforeseen liabilities of the Company or Vodafone
Spain; future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
losses and future prospects of the Company, Vodafone Spain and the
Enlarged Group; business and management strategies and the
expansion and growth of the operations of the Company, Vodafone
Spain and the Enlarged Group; the ability to successfully realise
expected operational improvement from the Transaction; the effects
of government regulation on the businesses of the Company, Vodafone
Spain or the Enlarged Group; the risk that disruptions from the
Transaction will impact the Vodafone Spain business; and the
Company's, Vodafone Group or Vodafone Spain plans, objectives,
expectations and intentions generally, as well as other factors
described in the Risk Factors to be set out in the Prospectus, once
published. However, it is not possible to predict or identify all
such factors. Consequently, while the list of factors presented
here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its directors, the Joint Bookrunners, their respective
affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the FCA or the London Stock Exchange.
'Deutsche Numis' is a trading name used by certain investment
banking businesses of Deutsche Bank AG, Numis Securities Limited
and Numis Europe Limited in the United Kingdom and Ireland, Numis
Securities Limited and Numis Europe Limited are members of the
group of companies controlled by Deutsche Bank AG. Deutsche Bank AG
is a stock corporation (Aktiengesellschaft) incorporated under the
laws of the Federal Republic of Germany, with its principal office
in Frankfurt. It is registered with the district court
(Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed
to carry on banking business and to provide financial services. The
London branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG subject to supervision by the European Central
Bank (ECB), Sonnemannstrasse 22, 60314, Frankfurt am Main, Germany,
and the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin),
Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse
24-28, 60439 Frankfurt am Main, Germany. With respect to activities
undertaken in the United Kingdom, Deutsche Bank AG is authorised by
the Prudential Regulatory Authority (the "PRA"). It is subject to
regulation by the FCA and limited regulation by the PRA. Details
about the extent of Deutsche Bank AG's authorisation and regulation
by the PRA are available from Deutsche Bank AG on request. Numis
Securities Limited is authorised and regulated by the FCA in the
United Kingdom. Numis Europe Limited trading as Numis is regulated
by the Central Bank of Ireland. Canaccord Genuity Limited is
authorised and regulated by the FCA in the United Kingdom. ING Bank
N.V. is supervised by the European Central Bank (ECB), The Dutch
Central Bank (De Nederlandsche Bank) and the Netherlands Authority
for the Financial Markets (AFM). UniCredit Bank AG is a universal
bank with its registered office and principal place of business in
Arabellastrasse 12, Munich, Germany. It is entered under HRB 42148
in the B section of the Commercial Register Maintained by Munich
Local Court. UniCredit Bank AG is an affiliate of UniCredit S.p.A.,
Milan, Italy (ultimate parent company). UniCredit Bank AG is
subject to regulation by the European Central Bank and Federal
Financial Supervisory Authority (BaFin). UniCredit Bank AG, Milan
Branch is regulated by Banca d'Italia, the Commissione Nazionale
per le Società e la Borsa (CONSOB) and the Federal Financial
Supervisory Authority (BaFin). Details about the extent of
UniCredit Bank AG's regulation are available on request.
Each Joint Bookrunner is acting exclusively for the Company and
no one else in connection with the Placing, the Acquisition, the
contents of this Announcement or any other matters described in
this Announcement. No Joint Bookrunner will regard any other person
as its client in relation to the Placing, the Acquisition, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice to any other person in relation to the
Placing, the Acquisition, the content of this Announcement or any
other matters referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the securities of the Company. The
contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period, and no statement in
this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS
APPIX (THE "TERMS AND CONDITIONS") ARE DIRECTED ONLY AT, AND BEING
DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C)
PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE
TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO
DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, OR TO OR FOR THE
ACCOUNT OR BENEFIT OF A US PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT) ("US PERSON"), EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES
IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This announcement (including the appendices) and the Terms and
Conditions (the "Announcement"), and the information contained
herein, is not for release, publication or distribution, directly
or indirectly, to persons in the United States, Australia, Canada,
Japan or South Africa or any jurisdiction in which such release,
publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Deutsche Bank AG, London Branch (which is trading
for these purposes as Deutsche Numis) (the "Global Co-ordinator" or
"Deutsche Numis"), Canaccord Genuity Limited ("Canaccord"), ING
Bank N.V. ("ING") and UniCredit Bank AG, Milan Branch ("UniCredit"
and, together with the Global Co-ordinator, Canaccord and ING, the
"Joint Bookrunners") or any of their respective Affiliates or any
of its or their respective agents, directors, officers or employees
(collectively "Representatives") which would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves
about, and to observe, any such restrictions.
The Terms and Conditions do not itself constitute or form part
of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in the United States
or any other Restricted Territory or any jurisdiction where such
offer or solicitation is unlawful.
The Placing has not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement.
Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
None of the Company, the Joint Bookrunners or any of their
respective Affiliates or its or their respective Representatives
makes any representation or warranty, express or implied, to any
Placees regarding any investment in the securities referred to in
this Announcement under the laws applicable to such Placees.
Unless otherwise defined in the Terms and Conditions,
capitalised terms used in the Terms and Conditions shall have the
meaning given to them in this Announcement or in the placing proof
of a prospectus dated 31 October 2023 prepared by, and relating to,
the Company (the "Preliminary Prospectus"). The Preliminary
Prospectus has not been approved by the Financial Conduct Authority
(the "FCA") under section 87A of the Financial Services and Markets
Act 2000, as amended (the "FSMA") or otherwise.
In connection with Admission and Re-Admission, the final
approved prospectus (the "Prospectus") prepared by, and relating
to, the Company is expected to be published as soon as possible
after the Placing Results Announcement (as defined below). The
Prospectus will, subject to approval by the FCA, be published on
the Company's website and made available to you at the Company's
registered office. The Prospectus is not expected to be approved
and published prior to Placees entering into a legally binding
commitment in respect of the Placing with the Joint Bookrunners, as
agents of and on behalf of the Company. As such, any commitments
made under the Placing will be on the basis of the Placing
Documents (as defined below).
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the "Placees") will be
deemed (i) to have read and understood in their entirety (x) the
Terms and Conditions in this Appendix; (y) the Preliminary
Prospectus; and (z) the placing results announcement expected to be
published by the Company on or around 13 November 2023 (the
"Placing Results Announcement" and, together with the Terms and
Conditions and the Preliminary Prospectus, the "Placing
Documents"); (ii) to be participating and making such offer on the
Terms and Conditions; and (iii) to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings,
agreements, acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that:
1. it is a Relevant Person and undertakes that it will subscribe
for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties,
undertakings, agreements, acknowledgments and indemnities contained
in this Appendix;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable): (i) the Placing Shares subscribed for
by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors, or persons in the
United Kingdom other than UK Qualified Investors or in
circumstances in which the prior consent of the Global Co-ordinator
has been given to each proposed offer or resale; and (ii) where the
Placing Shares have been subscribed for by it on behalf of persons
in a member state of the EEA other than Qualified Investors, or in
the United Kingdom other than UK Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons;
6. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may only be offered, sold or transferred,
directly or indirectly, outside the United States to a purchaser
not known by you to be a US Person, by pre-arrangement or
otherwise, and in an offshore transaction complying with the
provisions of Rule 904 of Regulation S;
7. it understands that the Company has not been and will not be
registered under the US Investment Company of 1940, as amended (the
"Investment Company Act") and investors will not be entitled to the
benefits of the Investment Company Act. No offer, purchase, sale or
transfer of the Placing Shares may be made except under
circumstances which will not result in the Company being required
to register as an investment company under the Investment Company
Act;
8. other than a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act
("Rule 144A") who are also "qualified purchasers" ("QP") as defined
in Section 2(a)(51) under the Investment Company Act, acquiring the
Placing Shares for their own account or for the account of another
QIB that is also a QP, who have delivered to the Company and the
Joint Bookrunners a US Investor Letter substantially in the form
provided to it, (i) it and the person(s), if any, for whose account
or benefit it is acquiring the Placing Shares (i) are (or will be)
located outside the United States at the time the buy order for the
Placing Shares was originated and continue to be located outside
the United States and have not purchased the Placing Shares for the
account or benefit of any person in the United States or entered
into any arrangement for the transfer of such Placing Shares or any
economic interest therein to any person in the United States; (ii)
are purchasing the Placing Shares in an "offshore transaction" as
defined in Regulation S; (iii) it is aware of the restrictions on
the offer and sale of the Placing Shares pursuant to Regulation S;
and (iv) the Placing Shares have not been offered to it by means of
any "directed selling efforts" as defined in Regulation S; and
9. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of, and compliance with, the foregoing
representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by the Terms and Conditions
as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if any
Joint Bookrunner confirms (orally or in writing) to such Placee its
allocation of Placing Shares.
This Announcement, including the Terms and Conditions, the
Preliminary Prospectus, the Placing Results Announcement (when
published) and the Prospectus (when published) have been prepared
and issued, or will be prepared and issued, by, and each of these
documents is and will be exclusively the responsibility of, the
Company. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by any Joint Bookrunner or any of
its Affiliates or its or their respective Representatives as to or
in relation to, the accuracy or completeness of such documents or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
The net proceeds of the Offer are being made to partially fund
the Acquisition, fees and expenses incurred in connection with the
Transaction and for general corporate purposes. The Placing is not
conditional on Completion and may therefore complete while the
Acquisition does not. In such circumstances, the Directors' current
intention is that they may seek to undertake other transactions
that the Directors consider (having sought Zegona Shareholder
approval) appropriate. If the Zegona Group is unable to identify
uses for the net proceeds of the Placing received by the Company at
Admission which the Directors consider (having consulted with
Zegona Shareholders) to be appropriate then the Company may seek to
return some of the net proceeds of the Placing to Zegona
Shareholders, at which point the Directors will evaluate how best,
in their view, to execute such return of capital, having regard to
applicable legal requirements and the Company's ongoing funding
position. However, there can be no guarantee that such proceeds
will be returned to Zegona Shareholders in a timely manner or at
all.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Joint Bookrunners will today
commence the Bookbuild to determine demand for participation in the
Placing by Placees. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with
immediate effect.
The Global Co-ordinator and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Deutsche Numis is acting as global co-ordinator and joint
bookrunner in connection with the Placing and each of Canaccord,
ING and UniCredit are acting as joint bookrunners in connection
with the Placing.
The Joint Bookrunners have today entered into an agreement with
the Company (the "Placing Agreement") under which, subject to the
conditions set out therein, each Joint Bookrunner has agreed, as
agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares in such number
and at 150 pence per Placing Share (the "Offer Price"). The timing
of the closing of the book and allocations are at the discretion of
the Company and the Global Co-ordinator. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
Subject to the Placing Agreement not having been terminated in
accordance with its terms, each Joint Bookrunner has severally (and
not jointly nor jointly and severally) agreed with the Company, in
the event of any default by any Placee in paying the Offer Price in
respect of any Placing Shares allotted to it, to take up such
Placing Shares itself at the Offer Price in the agreed proportions
as set out in the Placing Agreement.
The total number of shares to be issued pursuant to the Placing
is expected to represent approximately 25 per cent. of the
Company's ordinary share capital at Admission (assuming all of the
New Zegona Shares in the PrimaryBid Offer are subscribed and Newco
subscribes for New Zegona Shares for an aggregate amount of EUR900
million). The gross proceeds of the Placing may be more or less
than EUR300 million.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Zegona
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Zegona
Shares after the Closing Date. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
PrimaryBid Offer
In addition to the Placing, the Company has engaged PrimaryBid
Limited to undertake an offer of New Zegona Shares at the Offer
Price with a maximum aggregate consideration of EUR8,000,000 to
retail investors through its online platform. The PrimaryBid Offer
is expected to launch in due course following publication of the
Prospectus. The Joint Bookrunners are not acting for the Company
with respect to the PrimaryBid Offer.
Applications for Admission and Re-Admission and Prospectus
Applications will be made to the FCA for admission of the New
Zegona Shares to listing on the standard listing segment of the
Official List of the FCA (the "Official List") and to London Stock
Exchange plc (the "London Stock Exchange") for admission of the New
Zegona Shares to trading on its main market for listed securities
(together, "Admission"). It is expected that Admission will become
effective at 8.00 a.m. on 17 November 2023 or such later time and
date (being not later than 8.00 a.m. on 24 November 2023) as the
Global Co-ordinator and the Company may agree.
As the Acquisition is classified as a reverse takeover under the
Listing Rules, upon Completion the admission of all of the Zegona
Shares in issue immediately prior to Completion to the standard
listing segment of the Official List will be cancelled and
applications will be made to the FCA and to the London Stock
Exchange, respectively, for the re-admission of Zegona Shares to
the standard listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities
(together, "Re-Admission").
In connection with Admission and Re-Admission, the Prospectus
prepared by, and relating to, the Company is expected to be
published as soon as possible after the Placing Results
Announcement. The Prospectus will, subject to approval by the FCA,
be published on the Company's website and made available to you at
the Company's registered office. The Prospectus is not expected to
be approved and published prior to Placees entering into a legally
binding commitment in respect of the Placing with the Joint
Bookrunners, as agents of and on behalf of the Company. As such,
any commitments made under the Placing will be on the basis of the
Placing Documents (as defined below).
Following the suspension of the Zegona Shares on 22 September
2023, the admission to listing and trading of the Zegona Shares is
expected to be restored on the Business Day following publication
of the Prospectus.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by any
Joint Bookrunner.
3. The results of the Placing will be announced in the Placing
Results Announcement following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Offer Price. Bids may be scaled down
by the Joint Bookrunners in their sole discretion but in accordance
with the allocation policy agreed with the Company.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Terms and Conditions and will be legally
binding on the Placee on behalf of which it is made and, except
with the consent of the Joint Bookrunners, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee's obligations will be owed to the Company and each
Joint Bookrunner. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to each Joint
Bookrunner, to pay to the Joint Bookrunners (or as the Joint
Bookrunners may direct) as agents for the Company in cleared funds
an amount equal to the product of the Offer Price and the number of
Placing Shares that such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 10 November 2023, but may be closed earlier or
later at the discretion of the Global Co-ordinator. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
7. Each Placee's allocation will be determined by the Company in
accordance with the terms of the Placing Agreement and will be
confirmed to Placees orally or in writing by the relevant Joint
Bookrunner following the close of the Bookbuild and a trade
confirmation will be dispatched as soon as possible thereafter.
That oral or written confirmation (at the Joint Bookrunners'
discretion) to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of the Joint Bookrunners and the Company, under
which such Placee agrees to subscribe for the number of Placing
Shares allocated to it and to pay the Offer Price for each such
Placing Share on the Terms and Conditions and in accordance with
the Company's constitutional documents.
8. The Global Co-ordinator may, notwithstanding paragraphs 4 and
6 above, and subject to the prior consent of the Company: (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of bids shall be
at the absolute discretion of the Global Co-ordinator. The Company
reserves the right (upon agreement with the Global Co-ordinator) to
reduce or seek to increase the amount to be raised pursuant to the
Placing.
9. The allocation of Placing Shares to Placees located in the
United States or to or for the account or benefit of a US Person,
shall be conditional on the delivery by each Placee of a US
Investor Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by any Joint Bookrunner or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by any Joint Bookrunner.
14. By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise or non-exercise
by the Global Co-ordinator of any right of termination or other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Global Co-ordinator or for
agreement between the Company and the Global Co-ordinator (as the
case may be) and that neither the Company nor the Global
Co-ordinator need make any reference to, or consult with, Placees
and that none of the Company, the Joint Bookrunners nor any of
their respective Affiliates or its or their respective
Representatives shall have any liability to Placees whatsoever in
connection with any such exercise or failure to so exercise or
otherwise.
15. To the fullest extent permissible by law, neither the Joint
Bookrunner, nor the Company, nor any of its or their respective
Affiliates nor any of its or their respective Representatives shall
have any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any
of its or their respective Affiliates nor any of its or their
respective Representatives shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild, the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and their respective
Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement are conditional on certain conditions, including, amongst
other things:
(a) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service by no later
than 7.00 a.m. (London time) on 13 November 2023 (or such later
time or date as the Global Co-ordinator may agree with the
Company);
(b) each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading at all
times prior to, and at, Admission, in each case, by reference to
the facts and circumstances then subsisting;
(c) the compliance by the Company with its obligations and
undertakings under the Placing Agreement;
(d) the Prospectus being approved pursuant to the Listing Rules
and the Prospectus Regulation Rules by the FCA on or before 5.00
p.m. (London time) on 13 November 2023 (or such later time or date
as the Global Co-ordinator may agree with the Company);
(e) the Prospectus having been filed, published and made
available in the manner specified in the Prospectus Regulation
Rules, or in such other manner as the Global Co-ordinator may
approve on or before 5.00 p.m. (London time) on 13 November 2023
(or such later time or date as the Global Co-ordinator may agree
with the Company);
(f) any supplementary prospectus that may be required pursuant
to Rule 3.4 of the Prospectus Regulation Rules and Article 23 of
the UK Prospectus Regulation having been approved, filed, published
and made available in accordance with, as the case may be, the
Listing Rules, Rule 3.4 of the Prospectus Regulation Rules and
Article 23 of the UK Prospectus Regulation;
(g) the passing of the Resolutions (without amendment) at the
General Meeting (or such later time and date as the Global
Co-ordinator may agree with the Company);
(h) the lifting of the Suspension by not later 8.00 a.m. on the
Business Day following publication of the Prospectus and Admission
having occurred not later than 8.00 a.m. on 17 November 2023 (or
such later time or date as the Global Co-ordinator may agree with
the Company, being not later than 8.00 a.m. on 24 November
2023);
(i) the acquisition agreement dated 31 October 2023 between,
amongst others, the Buyer and the Seller (the "Acquisition
Agreement") (i) having been executed and delivered by the parties
thereto and continuing to be effective, binding and enforceable in
accordance with their respective terms, (ii) not having been
terminated, amended or varied, and (iii) in the opinion of the
Global Co-ordinator no event or circumstance exists, has occurred
or arisen or is about to occur which constitutes or results in, or
could with the giving of notice and/or lapse of time and/or the
making of a relevant determination, constitute, or result in, the
termination, an event of default, an acceleration of any obligation
or breach of any obligation of the Acquisition Agreement;
(j) (i) each Financing Document having been executed and
delivered by the parties thereto and continuing to be effective,
binding and enforceable in accordance with their respective terms,
(ii) not having been terminated, amended or varied, and (iii) in
the opinion of the Global Co-ordinator no event or circumstance
exists, has occurred or arisen or is about to occur which
constitutes or results in, or could with the giving of notice
and/or lapse of time and/or the making of a relevant determination,
constitute, or result in, the termination, an event of default, an
acceleration of any obligation or breach of any obligation of a
Financing Document; and
(k) each of the Assignment and Set-off Deed, the Buyback
Agreement, the Conditional Subscription and Relationship Agreement
and the Vodafone Preference Share Subscription Agreement (each a
"Newco Document") (i) having been executed and delivered by the
parties thereto and continuing to be effective, binding and
enforceable in accordance with their respective terms, (ii) not
having been terminated, amended or varied, and (iii) in the opinion
of the Global Co-ordinator, no event or circumstance exists, has
occurred or arisen or is about to occur which constitutes or
results in, or could with the giving of notice and/or lapse of time
and/or the making of a relevant determination, constitute, or
result in, the termination, an event of default, an acceleration of
any obligation or breach of any obligation of a Newco Document,
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"Conditions").
If, at Admission, any of the Conditions are not fulfilled or,
where permitted, waived or extended by the Global Co-ordinator in
accordance with the Placing Agreement, the Placing will lapse and
the Placees' rights and obligations under the Terms and Conditions
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placing is
acting) in respect thereof.
The Global Co-ordinator may, at its discretion and upon such
terms and conditions as it thinks fit, waive satisfaction of
certain of the Conditions (save that Conditions (d), (e), (f), (g)
and (h) cannot be waived) or extend the time provided for its
satisfaction. Any such waiver or extension will not affect Placees'
commitments as set out in the Terms and Conditions.
No Joint Bookrunner nor any of its Affiliates or its or their
respective Representatives shall have any liability or
responsibility to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision the
Global Co-ordinator or another person may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any Condition nor for any decision it may make as to the
satisfaction of any Condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Global Co-ordinator. Placees will have no rights against the Joint
Bookrunners, the Company or any of their respective Affiliates
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
The Global Co-ordinator (for itself and on behalf of the other
Joint Bookrunners), in its absolute discretion, may prior to
Admission terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, amongst other
things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the
Transaction is or has become untrue, inaccurate or misleading in
any respect, or any matter has arisen which would, if such document
or announcement had been issued at that time, constitute an
inaccuracy or omission from such document or announcement;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement;
(c) there has been a breach by the Company of any of the
representations, warranties or undertakings contained in the
Placing Agreement or any of such representations, warranties or
undertakings is not, or ceases to be, true, accurate and not
misleading;
(d) in the opinion of the Global Co-ordinator (acting in good
faith), there has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events;
(f) in the opinion of the Global Co-ordinator (acting in good
faith), any matter referred to in Rule 3.4 of the Prospectus
Regulation Rules and Article 23 of the UK Prospectus Regulation has
arisen which is adverse in any material respect; or
(g) an application for Admission or Re-Admission is withdrawn or
refused by the FCA or the London Stock Exchange or, in the opinion
of the Global Co-ordinator, acting in good faith, an application or
the lifting of the Suspension will not be granted.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in the Terms and Conditions shall cease and
terminate at such time and no claim may be made by any Placee in
respect thereof.
Withdrawal rights
Each Placee acknowledges that its agreement to subscribe for
Placing Shares is not by way of a acceptance of a public offer made
or to be made in the Prospectus but is by way of a collateral
contract and, accordingly, Article 23(2) of the EU Prospectus
Regulation and the UK Prospectus Regulation does not entitle a
Placee to withdraw in the event that the Company publishes a
supplementary prospectus in connection with Admission and/or
Re-Admission.
Lock-up
Other than the issue of New Zegona Shares in connection with the
Offer and the PrimaryBid Offer, the Company has undertaken to the
Joint Bookrunners that, subject to certain customary carve-outs,
until the date which is 180 calendar days after Re-Admission, it
will not, without the prior written consent of the Global
Co-ordinator (acting solely in its capacity as global co-ordinator
in connection with the Placing and such consent not to be
unreasonably withheld or delayed), enter into certain transactions
involving or relating to the Zegona Shares, including the issue of
further Zegona Shares during that period.
By participating in the Placing, Placees agree that the exercise
by the Global Co-ordinator of any power to grant consent to waive
the aforementioned undertaking by the Company shall be within the
absolute discretion of the Global Co-ordinator and that it need not
make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BVGBY890) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in the Placing Documents and/or
Prospectus or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner or as otherwise as
such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account
operated by the Settlement Bank as agent for and on behalf of the
Company and the Settlement Bank will enter its delivery (DEL)
instruction into the CREST system. The Settlement Bank will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 17 November 2023 and
on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above SONIA as determined by the
Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the relevant Placee shall be deemed hereby to have
irrevocably and unconditionally appointed the Joint Bookrunners, or
any nominee of any Joint Bookrunner as its agent to use its
reasonable endeavours to sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds an amount equal to the aggregate amount owed by the
Placee plus any interest due thereon. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise
upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on each
Joint Bookrunner all such authorities and powers necessary to carry
out any such transaction and agrees to ratify and confirm all
actions which each Joint Bookrunner lawfully takes on such Placee's
behalf. Each Placee agrees that each Joint Bookrunner's rights and
benefits under this paragraph may be assigned in that Joint
Bookrunner's discretion.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that, upon receipt, the
electronic contract note and/or electronic trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or UK
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or,
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), no Joint Bookrunner nor the
Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
person on behalf of which it is acting) with each Joint Bookrunner
(in their capacity as joint bookrunner and as placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of its application for Placing Shares, that:
1. it has read and understood the Placing Documents in their
entirety and that its participation in the Bookbuild and the
Placing and its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained therein and undertakes not to
redistribute or duplicate any Placing Document and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no Joint Bookrunner nor the Company nor any of their
respective Affiliates or its or their respective Representatives
nor any person acting on behalf of any of them has provided, and
none of them will provide, it with any material or information
regarding the Placing Shares, the Bookbuild, the Placing or the
Company or any other person other than this Announcement and the
Preliminary Prospectus, nor has it requested any Joint Bookrunner,
the Company, any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of
them to provide it with any such material or information;
3. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is
participating is not, and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares;
4. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale, nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
5. the content of this Announcement, including the Terms and
Conditions, the Preliminary Prospectus, the Placing Results
Announcement (when published) and the Prospectus (when published)
have been prepared and issued, or will be prepared and issued, by
and each of these documents is and will be exclusively the
responsibility of, the Company and that no Joint Bookrunner nor any
of its Affiliates or its or their respective Representatives nor
any person acting on behalf of any of them has made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
truth, accuracy, completeness or adequacy of such documents, nor
has or shall have any responsibility or liability for any
information, representation or statement contained in such
documents or any information previously or simultaneously published
by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in such
documents or otherwise;
6. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in the Placing Documents, such
information being all that it deems necessary or appropriate to
make an investment decision in respect of the Placing Shares, and
that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements
made by any Joint Bookrunner or the Company or any of their
respective Affiliates or its or their respective Representatives or
any person acting on behalf of any of them and no Joint Bookrunner
nor the Company nor any of their respective Affiliates or its or
their respective Representatives will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
7. it has made its own assessment of the Company and relied on
its own investigation, examination and due diligence of the
business, financial or other position of the Company in deciding to
participate in the Placing;
8. it has not relied on any information relating to the Company
contained in any research reports prepared by any Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf
and understands that: (i) no Joint Bookrunner nor any of its
Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for: (x) public
information or any representation; or (y) any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (ii) no Joint Bookrunner nor any of its
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
9. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services); (ii) it is not participating in the Placing as
nominee or agent for any person to whom the allocation, allotment,
issue or delivery of the Placing Shares would give rise to such a
liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
10. that no action has been or will be taken by the Company, any
Joint Bookrunner or any person acting on behalf of the Company or
any Joint Bookrunner that would, or is intended to, permit a public
offer of the Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is
required;
11. (i) it (and any person acting on its behalf) is entitled to
subscribe for, the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid or will pay any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities;
(iv) it has not taken any action or omitted to take any action
which will or may result in any Joint Bookrunner, the Company or
any of their respective Affiliates or its or their respective
Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
and (v) the subscription for the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
12. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations;
13. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating
acts, implementing acts, technical standards and guidelines, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, the FCA's SYSC and any
related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of
identity, the relevant Joint Bookrunner has not received such
satisfactory evidence, such Joint Bookrunner may, in its absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to such Joint Bookrunner
will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
14. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the
acknowledgments, undertakings, representations and agreements and
give the indemnities herein on behalf of each such person; and (ii)
it is and will remain liable to each Joint Bookrunner and the
Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person). Each Placee agrees that the provisions of this
paragraph shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting;
15. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
16. it understands that any investment or investment activity to
which the Terms and Conditions relate is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that the Terms and Conditions must not be acted
on or relied on by persons who are not Relevant Persons;
17. if it is in a member state of the EEA, it is a Qualified Investor;
18. if it is in the United Kingdom, it is a UK Qualified Investor;
19. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), (i) the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their
offer or resale to persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of the Global Co-ordinator has been given to each such proposed
offer or resale; or (ii) where the Placing Shares have been
subscribed for by it on behalf of persons in any member state of
the EEA other than Qualified Investors, or in the United Kingdom
other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or
the UK Prospectus Regulation (as applicable) as having been made to
such persons;
20. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; (ii) may only be offered, sold or transferred, directly or
indirectly, outside the United States to a purchaser not known by
you to be a US Person, by pre-arrangement or otherwise, and in an
offshore transaction complying with the provisions of Rule 904 of
Regulation S; and (iii) no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares;
21. it understands, and each account it represents has been
advised that the Company has not been and will not be registered
under the Investment Company Act and investors will not be entitled
to the benefits of the Investment Company Act. No offer, purchase,
sale or transfer of the Placing Shares may be made except under
circumstances which will not result in the Company being required
to register as an investment company under the Investment Company
Act;
22. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States to non-US Persons in
offshore transactions (as defined in Regulation S) pursuant to
Regulation S under the Securities Act and (ii) in the United States
solely to investors reasonably believed to be QIBs that are also
QPs in reliance upon Rule 144A under the Securities Act or another
exemption from, or transaction not subject to, the registration
requirements under the Securities Act, who have delivered to the
Company and the Joint Bookrunners a US Investor Letter
substantially in the form provided to it;
23. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be either: (i) outside the United States, not a US Person and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act or (ii) a QIB that is also a QP which has duly
executed and delivered to a Joint Bookrunner or its Affiliates a US
Investor Letter substantially in the form provided to it;
24. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for
offer and sale in connection with, any distribution thereof (within
the meaning of the Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;
25. it agrees to notify and will be deemed to have notified, and
each subsequent holder is required to notify and will be deemed to
have notified, any purchaser of the Placing Shares from it or such
subsequent holder of the resale restrictions referred to in
paragraphs 20 through 24 above;
26. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any materials concerning the Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted
Territory;
27. it understands, and each account it represents has been
advised that (a) no prospectus has been filed with any securities
commission or similar regulatory authority in Canada in connection
with the offer and sale of the Placing Shares and no securities
commission or similar regulatory authority in Canada has reviewed
or in any way passed upon any offering document or on the merits of
the Placing Shares and any representation to the contrary is an
offence;
28. if it is in, resident in or subject to the securities laws
of any province or territory of Canada, it, or each account it
represents, is purchasing, or deemed to be purchasing, as principal
and is an accredited investor , as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), that is a permitted client, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations and is not created or used
solely to purchase or hold securities as an accredited investor
described in paragraph (m) of the definition of "accredited
investor";
29. if it is in Australia, it represents and warrants that it is
a person to whom an offer of securities can be made without a
disclosure document under the Corporations Act because of
subsections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Corporations Act;
30. if it is in Switzerland, it is a professional client as
defined by Art. 4 (3) and (4) of the Swiss Financial Services Act
("FinSA"), to the exclusion of high-net worth retail clients and
private investment structures created for them who have expressly
declared that they wish to be treated as professional clients
pursuant to Art. 5(1) FinSA;
31. where it is subscribing for the Placing Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account and it has full power to make, and does make, the
acknowledgements, representations and agreements herein on behalf
of each such account;
32. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of its business or otherwise in circumstances which have
not resulted and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of the
FSMA;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation;
35. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
36. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the
FSMA and the Financial Services Act 2012) with respect to anything
done by it in relation to the Placing Shares;
37. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the
Placing, it has not: (i) dealt in the securities of the Company;
(ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by the UK Market Abuse Regulation,
prior to the information being made publicly available;
38. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe
for and it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the Terms
and Conditions on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as any
Joint Bookrunner (or its assignee) may in its discretion determine
and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest, fines or penalties) due pursuant to the terms set out or
referred to in the Terms and Conditions which may arise upon the
sale of such Placee's Placing Shares on its behalf;
39. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Global Co-ordinator or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
40. no Joint Bookrunner nor any of its Affiliates or its or
their respective Representatives nor any person acting on behalf of
any of them, is making any recommendations to it or advising it
regarding the suitability or merits of any transactions it may
enter into in connection with the Placing and participation in the
Placing is on the basis that it is not and will not be a client of
any Joint Bookrunner and no Joint Bookrunner has any duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of the Joint Bookrunner's
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
41. the exercise by the Global Co-ordinator of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Global Co-ordinator and it need not have any
reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners, the Company or any of their
respective Affiliates under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise;
42. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. No Joint Bookrunner, the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Company, each Joint Bookrunner and their respective Affiliates and
its and their respective Representatives in respect of the same on
an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Settlement Bank who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
43. the Terms and Conditions and any agreements entered into by
it pursuant to the Terms and Conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by any Joint Bookrunner or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
44. each of the Company, the Joint Bookrunners and their
respective Affiliates, its and their respective Representatives and
others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Joint
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each Joint Bookrunner and
the Company to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
45. it will indemnify on an after-tax-basis and hold the
Company, each Joint Bookrunner and their respective Affiliates and
its and their respective Representatives and any person acting on
behalf of any of them harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or in connection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
46. it irrevocably appoints any director or authorised signatory
of the Joint Bookrunners as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing;
47. its commitment to acquire Placing Shares on the terms set
out herein and in any contract note will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
48. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (ii) it is experienced in investing in securities
of a similar nature to the Zegona Shares and in the sector in which
the Company operates and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing and
has no need for liquidity with respect to its investment in the
Placing Shares; (iii) it has relied solely on the Placing Documents
and its own investigation, examination, due diligence and analysis
of the Company and its Affiliates taken as a whole, including the
markets in which the Zegona Group operates, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of any Joint
Bookrunner; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing Shares; (v) it is aware and
understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to any Joint
Bookrunner, any of its Affiliates or its or their respective
Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
49. neither the Company nor any Joint Bookrunner owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or the Terms and Conditions;
50. in connection with the Placing, each Joint Bookrunner and
any of its Affiliates acting as an investor for its own account may
take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and
any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to any Joint Bookrunner or any of its
Affiliates acting in such capacity. In addition, any Joint
Bookrunner or any of its Affiliates may enter into financing
arrangements and swaps with investors in connection with which such
Joint Bookrunner or any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. No Joint Bookrunner nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so; and
51. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication
or assurance that the book will remain covered or that the Placing
and securities will be fully distributed by the Joint Bookrunners.
Each Joint Bookrunner reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the
Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements, confirmations, undertakings,
representations, warranties and agreements are given for the
benefit of each of the Company and each Joint Bookrunner (for their
own benefit and, where relevant, the benefit of their respective
Affiliates, Representatives and any person acting on its or their
behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question. Neither the Company nor any Joint Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve
tax (including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Company nor any Joint Bookrunner is liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("transfer taxes") that arise: (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares); (ii) on a sale of
Placing Shares; or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold each Joint Bookrunner
and/or the Company and their respective Affiliates (as the case may
be) harmless from any such transfer taxes, and all interest, fines
or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
In the Terms and Conditions, "after-tax basis" means in relation
to any payment made to the Company, any Joint Bookrunner or their
respective Affiliates or its or their respective Representatives
pursuant to the Terms and Conditions where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each Joint Bookrunner and/or any of
its Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that each Joint Bookrunner is receiving a
fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with any Joint Bookrunner any money held in an account with
such Joint Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to any Joint Bookrunner.
The rights and remedies of each Joint Bookrunner and the Company
under the Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose, in writing or orally to
each Joint Bookrunner: (a) if they are an individual, their
nationality; or (b) if they are a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
APPIX 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" means the acquisition by the Buyer and the Seller pursuant
to the Acquisition Agreement pursuant to which the
Buyer has agreed to acquire the entire issued share
capital of Vodafone Spain;
"Acquisition Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Admission" means admission of the New Zegona Shares to the standard
listing segment of the Official List and to trading
on the London Stock Exchange's main market for listed
securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or Rule 405 under the Securities
Act, as applicable and, in the case of the Company,
includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Assignment and means the assignment and set-off deed entered into
Set-off Deed" between the Company and, among others, Newco and the
Seller on 31 October 2023;
"Bookbuild" means the bookbuilding process to be commenced by the
Joint Bookrunners immediately following release of
this Announcement to use reasonable endeavours to procure
Placees for the Placing Shares, as described in this
Announcement and subject to the terms set out in the
Placing Documents;
"Business Day" means any day, excluding a Saturday or Sunday, on which
banks are generally open for business in the City of
London
"Buyback Agreement" means the buyback agreement entered into between the
Company and Newco on 31 October 2023;
"Buyer" means Zegona Bidco, S.L.U.;
"Canaccord" means Canaccord Genuity Limited;
"Closing Date" means the day on which the transactions effected in
connection with the Placing will be settled;
"Company" or "Zegona" means Zegona Communications plc;
"Completion" means the completion of the Acquisition in accordance
with the terms of the Acquisition Agreement;
"Conditional Subscription" has the meaning given to it in the main body of this
Announcement;
"Conditional Subscription means the conditional subscription agreement entered
and Relationship into between the Company and Newco on 31 October 2023;
Agreement"
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"CREST" means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined
in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"Deutsche Numis" means Deutsche Bank AG, London Branch (which is trading
or "Global Co-ordinator" for these purposes as Deutsche Numis);
"Enlarged Group" means the Zegona Group, as at and from Completion,
as enlarged by Vodafone Spain;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018;
"Exchange Rate" means the pound sterling/Euro exchange rate as published
by the Bank of England (or as otherwise agreed) on
the date immediately prior to the closing of the bookbuild
for the Placing or, if the Placing does not complete,
such rate on the date prior to Completion;
"FCA" means the UK Financial Conduct Authority;
"Financing" means (i) the up to EUR500 million term loan facility;
(ii) the up to EUR3.7 billion corporate bridge facility;
and (iii) the up to EUR500 million revolving credit
facility each available to the Zegona Group in connection
with the Acquisition, each as described in paragraph
7.1 of Part VIII of the Preliminary Prospectus;
"Financing Documents" means the commitment letters and the associated fee
letters entered into in
connection with the Financing, together with any long
form agreements entered into in connection therewith
prior to Admission, and "Financing Document" shall
be construed accordingly;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"General Meeting" means the general meeting of Zegona Shareholders to
be held on 16 November 2023 to pass the Resolutions;
"ING" means ING Bank N.V.;
"Investment Company means the US Investment Company Act of 1940, as amended;
Act"
"Joint Bookrunners" means the Global Co-ordinator, Canaccord, ING and UniCredit;
"Listing Rules" means the rules and regulations made by the FCA under
the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse has the meaning given to such term in the Placing Agreement;
Change"
"Newco" means EJLSHM Funding Limited;
"Newco Document" has the meaning given to it in Appendix 1 to this Announcement;
"Newco Preference means the preference shares of EUR0.000001 each in
Shares" the capital of Newco, having the rights set out in
paragraph 7 of Part VIII of the Preliminary Prospectus;
"New Zegona Shares" means the new Zegona Shares to be issued in connection
with the Offer and the PrimaryBid Offer;
"Offer" means the offer of New Zegona Shares pursuant to the
Conditional Subscription and the Placing;
"Offer Price" means 150 pence per New Zegona Share;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005;
"Placee" means any person (including individuals, funds or otherwise)
by whom or on whose behalf a commitment to acquire
Placing Shares is given;
"Placing" has the meaning given to it in the main body of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Documents" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results means the announcement (if any) to be published by
Announcement" the Company confirming the results of the Placing on
a Regulatory Information Service;
"Placing Shares" means the New Zegona Shares to be subscribed for by
the Placees under the Placing;
"Preliminary Prospectus" has the meaning given to it in Appendix 1 to this Announcement;
"PrimaryBid Offer" means the offer of New Zegona Shares being made by
the Company on the PrimaryBid platform;
"Prospectus" has the meaning given to it in Appendix 1 to this Announcement;
"Prospectus Regulation means the rules and regulations made by the FCA under
Rules" the FSMA;
"QIB" means a "qualified institutional buyer" as defined
in Rule 144A of the Securities Act;
"QP" means a "qualified purchaser" as defined in Section
2(a)(51) of the Investment Company Act;
"Qualified Investors" mean persons who are qualified investors within the
meaning of Article 2EUR of the EU Prospectus Regulation;
"Re-Admission" means re-admission, following Completion, of the entire
issued share capital of the Company to the standard
listing segment of the Official List and to trading
on the London Stock Exchange's main market for listed
securities
"Regulation S" means Regulation S promulgated under the Securities
Act;
"Regulatory Information means any of the services set out in Appendix 3 of
Service" the Listing Rules;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors;
or (iii) persons to whom this Announcement may otherwise
be lawfully communicated;
"Resolutions" means the resolutions of the Zegona Shareholders to
approve the allotment of the New Zegona Shares, as
set out in the notice of the General Meeting;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan,
South Africa or any jurisdiction in which the release,
publication or distribution of this Announcement is
unlawful;
"Securities Act" means the US Securities Act of 1933, as amended;
"Seller" means Vodafone Europe B.V.;
"Settlement Bank" means Deutsche Numis;
"subsidiary" or each have the meaning given to that term in the Companies
"subsidiary undertaking" Act 2006;
"Suspension" means suspension of the listing of the Zegona Shares
to the standard listing segment of the Official List
and to trading on the London Stock Exchange's main
market for listed securities, effective from 22 September
2023
"Terms and Conditions" means the terms and conditions in Appendix 1 to this
Announcement;
"Transaction" means the Acquisition, the Offer, the PrimaryBid Offer,
the Financing, Admission and Re-Admission and any part
thereof;
"UK Market Abuse means Regulation (EU) 596/2014 as it forms part of
Regulation" UK domestic law by virtue of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK
domestic law by virtue of the EUWA;
"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part
of UK domestic law by virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the
meaning of Article 2(e) of the UK Prospectus Regulation
who are: (i) persons who fall within the definition
of "investment professional" in Article 19(5) of the
Order; or (ii) persons who fall within Article 49(2)(a)
to (d) ("High net worth companies, unincorporated associations,
etc.") of the Order;
"uncertificated" means in respect of a share or other security, where
or "in uncertificated that share or other security is recorded on the relevant
form" register of the share or security concerned as being
held in uncertificated form in CREST and title to which
may be transferred by means of CREST;
"UniCredit" means UniCredit Bank AG, Milan Branch;
"United Kingdom" means the United Kingdom of Great Britain and Northern
or "UK" Ireland;
"United States" means the United States of America, its territories
or "US" and possessions, any state of the United States of
America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division
thereof;
"US Investor Letter" means the letter in the form provided by the Joint
Bookrunners;
"US Person" has the meaning given such term in Regulation S;
"Vodafone Group" means Vodafone Group Plc and its subsidiaries but excluding,
from Completion, Vodafone Spain;
"Vodafone Preference means the subscription agreement dated 31 October 2023
Share Subscription between the Seller, Newco and EJLSHM Holdings Limited
Agreement" pursuant to which the Seller has agreed to subscribe
for, and Newco has agreed to issue, conditional on
Completion, the Newco Preference Shares (including
the rights attaching to the Newco Preference Shares
set out in schedule 1 thereto);
"Vodafone Spain" means Vodafone holdings Europe, S.L.U.;
"Zegona Group" means the Company and its subsidiary undertakings;
"Zegona Share" means an ordinary share of 1 penny each in the capital
of the Company; and
"Zegona Shareholders" means holders of Zegona Shares.
Unless otherwise indicated in this Announcement, all references
to " GBP " , " GBP " , " pounds " , " pound sterling " , " sterling
" , " p " , " penny " or " pence " are to the lawful currency of
the United Kingdom, and all references to " EUR " or " Euro " are
to the official currency of the European Union.
This information is provided by RNS, the news service of the
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END
IOEBLBBTMTTMBLJ
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November 09, 2023 06:34 ET (11:34 GMT)
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