TIDMZEG
RNS Number : 4038O
Zegona Communications PLC
07 October 2021
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, THE REPUBLIC OF
SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN SPAIN) OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
ZEGONA COMMUNICATIONS PLC
LEI: 213800ASI1VZL2ED4S65
7 October 2021
ZEGONA ANNOUNCES RESULTS OF TENDER OFFER
Zegona Communications PLC ("Zegona", the "Company") announces
the results of its return of up to GBP329.3 million to shareholders
by way of a tender offer (the "Tender Offer") at a price of
GBP1.535 per share
A total of 218,210,492 Zegona ordinary shares ("Shares") have
been tendered under the Tender Offer, with 214,160,805 million
being tendered in respect of shareholders' Basic Tender Offer
Entitlement[1] and 4,049,687 million additional Shares being
tendered.
There were 371,297 unused Basic Tender Offer Entitlement Shares
which were allocated on a pro rata basis to shareholders who
tendered additional Shares. Those shareholders will have their
tender satisfied in respect of their Basic Tender Offer Entitlement
plus approximately 9.17% of the additional Shares they tendered[2].
In aggregate, Zegona will repurchase 214,532,103 Shares, which
equates to a total capital return to shareholders of GBP329.3
million[3].
Eamonn O'Hare, Zegona's Chairman and CEO commented: "Today we
are delighted to return GBP329.3 million of cash to our investors
that is the final step of our successful strategy in Spain, which
has seen our shareholders receiving a return of more than 92% on
their Net Invested Capital. We are already actively working on
other potential investment opportunities within the European TMT
industry which we believe remains fertile ground to once again
create significant shareholder value."
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Jos Simson / Lulu Bridges - jos.simson@tavistock.co.uk/
lulu.bridges@tavistock.co.uk
About Zegona
Zegona was established in 2015 with the objective of investing
in businesses in the European Telecommunications, Media and
Technology sector and improving their performance to deliver
attractive shareholder returns. Zegona is led by former Virgin
Media executives Eamonn O'Hare and Robert Samuelson.
IMPORTANT NOTICES
Zegona is listed on the standard listing segment of the Official
List of the Financial Conduct Authority and the Main Market for
listed securities of the London Stock Exchange. 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 announcement has been issued by, and is the sole
responsibility of, the Company.
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.
Canaccord, which is authorised and regulated by the Financial
Conduct Authority, is acting exclusively for Zegona and for no one
else in connection with the Non-US Tender Offer and Canaccord, its
affiliates and its and their respective directors, officers,
employees and agents are not, and will not, be responsible to
anyone other than the Company for providing the protections
afforded to customers of Canaccord nor for providing advice in
relation to the Non-US Tender Offer. For the avoidance of doubt,
none of Canaccord, its affiliates and it and their respective
directors, officers, employees and agents will be responsible for,
or liable in relation to the US Tender Offer, any other
transaction, arrangement or other matter referred to in this
announcement, or the Circular, other than the Non-US Tender
Offer.
Apart from the responsibility and liabilities, if any, which may
be imposed on Canaccord by the Financial Services and Markets Act
2000 (as amended), the Financial Services Act 2012, or the
regulatory regimes established thereunder, Canaccord does not
accept any responsibility or liability whatsoever nor make any
representation or warranty, express or implied, concerning the
contents of this announcement or the Circular, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company, theNon-US Tender Offer, the Circular or this
announcement. Each of Canaccord, its affiliates and their
respective directors, officers, employees and agents accordingly
disclaims all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement, the Circular
or any such statement.
Certain information in this announcement is based on management
estimates. By their nature, estimates may not be correct or
complete. Accordingly, no representation or warranty (express or
implied) is given that such estimates are correct or complete or
founded on reasonable grounds. No representation or warranty
(express or implied) is given that such estimates are founded on
reasonable grounds. Zegona does not undertake any obligation to
correct or complete any estimate whether as a result of being aware
of information (new or otherwise), future events or otherwise.
Cautionary Note Regarding Forward-Looking Information
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation changing business or other market
conditions and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described in this announcement. 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 continue in the future. Subject to any
requirement under the Listing Rules, Prospectus Regulation Rules,
the Disclosure Guidance and Transparency Rules or other applicable
legislation or regulation, Zegona does not undertake any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
[1] All defined terms are as defined in the Tender Offer
Circular issued on 13 August 2021.
[2] The precise scaling ratio is 9.16966978296759%. Any
shareholders who tendered their Basic Tender Offer Entitlement or
less will have their tender satisfied in full.
[3] Excluding fees and expenses relating to the Tender Offer.
Zegona expects to make payments for the Shares repurchased by 14
October 2021, and any Shares tendered in excess of each
Shareholder's entitlement will be returned shortly thereafter.
Following the completion of the Tender Offer, Zegona's issued share
capital will consist of 4,4379,73 Shares.
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END
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