TIDMZEG
RNS Number : 0667J
Zegona Communications PLC
30 November 2018
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OR TO ANY US PERSON, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,
PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
This document is an advertisement and does not constitute a
prospectus in connection with an offering of securities of the
Company. Investors must neither accept any offer for, nor acquire,
any securities to which this document refers, unless they do so on
the basis of the information contained in the applicable prospectus
to be published by the Company. The subscription or purchase of
ordinary shares of the Company is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons
distributing this communication must satisfy themselves that it is
lawful to do so. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions.
ZEGONA COMMUNICATIONS PLC
FURTHER INFORMATION ON ZEGONA'S TIMETABLE FOR the increase IN
its investment in Euskaltel, S.A. ("Euskaltel")
London, England, 30 November 2018 - Zegona Communications PLC
("Zegona" or the "Company") announces that it has today announced a
"relevant fact" in Spain which contains the following further
information in relation to the partial tender offer for Euskaltel
referred to in the Company's announcement of 19 October 2018
The regulatory approval process of the prospectus is still
ongoing. Zegona now expects that the general meeting of Zegona's
shareholders to approve the resolution required for the Placing
will be held during the last week of December 2018, subject to
completion of the approval process from the relevant regulatory
authorities. The prospectus will be published at least seven days
before the meeting date.
Zegona expects the transaction, subject to regulatory approval,
will be completed around the first week of February 2019.
The Spanish version of the "relevant fact" and an English
translation are available on Zegona's website.
The above dates are subject to change. Zegona will announce any
update to this tentative timetable through a Regulatory Information
Service.
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Jos Simson - jos.simson@tavistock.co.uk
Lulu Bridges - lulu.bridges@tavistock.co.uk
Important Notice
This announcement has been prepared in accordance with English
law, the Listing Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
This document may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States (including its territories and
possessions, any State of the United States and the District of
Columbia) or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction. This
document does not constitute or form a part of any offer to sell,
or a solicitation of an offer to buy or subscribe for, securities
in the United States. The securities in this document have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Securities may not be
offered or sold within the United States absent (i) registration
under the Securities Act or (ii) an available exemption from
registration under the Securities Act. All offers and sales of
securities outside of the United Sates will be made in reliance on,
and in compliance with, Regulation S under the Securities Act.
There is no intention to register the securities mentioned herein
in the United States or to make a public offering of such
securities in the United States.
This document is only addressed to and is only directed at
persons in member states of the European Economic Area (the "EEA")
who are "qualified investors" within the meaning of Article 2.1 of
the Prospectus Directive as amended and to the extent implemented
in the relevant member state (Directive 2003/71/EC) ("Qualified
Persons"). In addition, in the United Kingdom, these materials are
directed solely at Qualified Persons: (i) who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) who are
persons falling within Article 49(2)(a) to (d) of the Order; or
(iii) to whom it may lawfully be communicated without any further
action by the Company (all such persons in (i) to (iii) together
being referred to as "relevant persons"). Any investment or
investment activity to which these materials relate is available
only to, and will be engaged in only with, Qualified Investors in
member states of the EEA and, in the United Kingdom, to Qualified
Investors who are also relevant persons.
Barclays Bank PLC and Oakley Advisory Limited
Barclays Bank PLC which conducts its UK investment banking
activities through its Investment Bank and which is authorised in
the United Kingdom by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority ("FCA") and the
Prudential Regulation Authority, is appointed as the Company's
global co-ordinator and underwriter only and is therefore acting
only for the Company in connection with the matters described in
this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation
thereto and will not be responsible for providing the regulatory
protection afforded to clients of Barclays or advice to any other
person in relation to the matters contained herein. Neither
Barclays nor any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for this
announcement, its contents or otherwise in connection with it or
any other information relating to the Company, whether written,
oral or in a visual or electronic format.
Oakley Advisory Limited, which is authorised and regulated in
the United Kingdom by the FCA, is appointed as the Company's
financial advisor and co-bookrunner only and is therefore acting
only for the Company in connection with the matters described in
this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation
thereto and will not be responsible for providing the regulatory
protection afforded to clients of Oakley Advisory Limited or advice
to any other person in relation to the matters contained herein.
Neither Oakley Advisory Limited nor any of its directors, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for this announcement, its contents or
otherwise in connection with it or any other information relating
to the Company, whether written, oral or in a visual or electronic
format.
Company Website
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company.
The person responsible for arranging for the release of this
announcement on behalf of Zegona is Dean Checkley, whose business
address is 20 Buckingham Street, London, WC2N 6EF.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFDLFSSFASELF
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