TIDMZEG
RNS Number : 6133T
Zegona Communications PLC
15 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ZEGONA COMMUNICATIONS PLC OR ANY
OTHER ENTITY IN ANY SUCH JURISDICTION.
15 November 2023
Zegona Communications plc
("Zegona" or the "Company")
PrimaryBid Offer
Zegona (LON: ZEG) announced on 13 November 2023 the launch of an
offer of ordinary shares in Zegona via PrimaryBid (the "PrimaryBid
Offer").
The Company is pleased to announce that the PrimaryBid Offer
successfully completed and closed at 3.00 p.m. today.
A total of 322,848 New Zegona Shares have been subscribed for by
retail investors in the PrimaryBid Offer at a price of 150 pence
(the "Offer Price"), raising total gross proceeds of GBP484,272.
Directors Richard Williams and Ashley Martin received allocations
of 26,666 and 13,332 New Zegona Shares, respectively, in the
PrimaryBid Offer.
The net proceeds of 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.
Application has been made to the Financial Conduct Authority for
the New Ordinary Shares, which rank pari passu with the Company's
existing Ordinary Shares, to be admitted to trading on London Stock
Exchange ("Admission ") . Admission is expected to take place at
8.00 a.m. on 17 November 2023, subject to Zegona Shareholder
approval at the General Meeting. The PrimaryBid Offer will not be
completed without the Placing also being completed.
Total Voting Rights
Following the issue of the New Zegona Shares, the Company will
have 704,149,410 ordinary shares of 1 penny each in issue. The
figure of 704,149,410 may be used by the Company's shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Defined terms in this announcement shall have the same meaning
as in the Company announcement of 9 November 2023, unless otherwise
specified.
Enquiries
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / Nick Smith
/ James Deal
Tavistock (UK Public Relations +44 (0)20 7920 3150
adviser) lulu.bridges@tavistock.co.uk
Lulu Bridges
jos.simson@tavistock.co.uk
Jos Simson
Important Information
THIS ANNOUNCEMENT 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 New Zegona Shares is being made in any such
jurisdiction.
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 or to, or for the account or benefit of US
persons (as defined in Regulation S under the US Securities Act),
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. 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 Zegona 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 securities the subject of this announcement have 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 Zegona
Shares, the PrimaryBid Offer, or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
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. The Company and its
directors, 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.
This announcement has been issued by and is the sole
responsibility of the Company.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Company. 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.
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.
END
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END
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