TIDMZEG
RNS Number : 2254T
Zegona Communications PLC
13 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.
Zegona Communications plc
Results Of Pla c ing
Ze g o na is pleased to ann o u nce the successful c om p l eti
on of the placing announced on 9 November 2023 (the "Placing").
A total of 174,413,535 New Zegona Shares have b e en placed to
institutional investors at a price of 1 50 p e n ce (the "Offer
Price"), raising g r oss p r o c ee ds of EUR 300 (GBP262) m illio
n(1) .
In addition to the Placing, as previously announced, the Company
has entered into the conditional subscription agreement with Newco
whereby Newco will subscribe 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").
Newco is expected to subscribe for 523,240,603 New Zegona Shares
for an aggregate amount of EUR900 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 by way of a PrimaryBid Offer. The PrimaryBid Offer is
expected to launch later today, following publication of the final
prospectus.
The net proceeds of the Placing, Conditional Subscription and
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.
The New Zegona Shares b eing issu ed re prese nt approximately
99% of the Company's ordinary share capital on Admission (assuming
all of the New Zegona Shares in the PrimaryBid Offer are
subscribed) . The Offer Price represents a 380% premium to the
closing mid-market price of an existing 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.
Deutsche Numis acted as global co-ordinator and joint
bookrunner, with each of Canaccord, ING and UniCredit acting as
joint bookrunners in the Placing.
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 Placing has closed. When admitted to trading, the
New Zegona Shares will be registered with ISIN GB00BVGBY890 and
SEDOL number BVGBY89 and will trade under the symbol "ZEG".
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.
The results of the Offer will be reflected in the prospectus
dated on or around 13 November 2023 (the "Prospectus"). 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.
The General Meeting to pass the resolutions required for the
Acquisition and the Offer will take place at 11 a.m. on 16 November
2023.
Capitalised terms used but not defined in this announcement have
the meanings given in the announcement of 9 November 2023.
Notes to announcement:
1. Based on the Exchange Rate of GBP1/EUR1.1467.
Enquiries:
+44 (0)20 7920
Tavistock (UK Public Relations adviser) 3150
Lulu Bridges
Jos Simson
Deutsche Numis (Sole Global Co-ordinator and +44 (0)20 7545
Joint Bookrunner) 8000
Saadi Soudavar
Mark Hankinson
Gavin Deane
Mathew Mathew
+44 (0)20 7523
Canaccord Genuity (Joint Bookrunner) 8000
Bobbie Hilliam
Alex Aylen
Sam Lucas
+31 (0)20 563
ING (Joint Bookrunner) 8921
Rickard Thiadens
Mark Prins
Maarten Pleun Vrij
Han-Ywan Hu
+39 (0)28 862
UniCredit (Joint Bookrunner) 0232
Silvia Viviano
Veronica Bosco
Fabio Notarangelo
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
IMPORTANT NOTICES
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 the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company, Deutsche Bank AG,
London Branch (which is trading for these purposes as Deutsche
Numis) ("Deutsche Bank"), Canaccord Genuity Limited ("Canaccord"),
ING Bank N.V. ("ING") or UniCredit Bank AG, Milan Branch
("UniCredit" and, together with Deutsche Bank, 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
Bookrunners 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.
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 document 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.
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 set out in the Prospectus. 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.
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.
Glossary
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Acquisition" the proposed acquisition of Vodafone Spain by Zegona
Bidco, S.L.U pursuant to the Acquisition Agreement;
"Acquisition the acquisition agreement dated 31 October 2023 and
Agreement" made between the Company, Zegona Bidco, S.L.U and
Vodafone Europe B.V. in relation to the Acquisition;
"Admission" the admission of the New Zegona Shares to the standard
listing segment of the Official List and to trading
on the Main Market;
"Canaccord" Canaccord Genuity Limited;
"Company" Zegona Communications plc, a public limited company
or "Zegona" incorporated in England and Wales with registration
number 09395163;
"Completion" completion of the Acquisition;
"Conditional the conditional subscription for New Zegona Shares
Subscription" by Newco pursuant to a conditional subscription and
relationship agreement dated 31 October 2023 between
the Company, Newco and EJLSHM Holdings Limited;
"Corporations Corporations Act 2001 (Cth);
Act"
"Deutsche Deutsche Bank AG, acting through its London branch
Bank" (which is trading for these purposes as Deutsche Numis)
"Deutsche Deutsche Bank AG, acting through its London branch
Numis" (which is trading for these purposes as Deutsche Numis);
"Directors" the board of directors of the Company as at the date
of this announcement;
"Enlarged the Zegona Group, as at and from Completion, as enlarged
Group" by Vodafone Spain;
"Exchange the pound sterling/Euro exchange rate as published
Rate" 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;
"Existing the existing Zegona shares of 1 penny each in issue
Zegona Shares" as at the date of this announcement;
"FCA" the Financial Conduct Authority of the United Kingdom
or any successor body;
"Global Co-ordinator" the lead coordinator who is given the responsibility
to oversee a public offering that is issued on a worldwide
basis;
"ING" ING Bank N.V.;
"Joint Bookrunners" Deutsche Numis, Canaccord, ING and UniCredit;
"Listing Rules" the listing rules of the FCA made in accordance with
section 73A of FSMA as amended from time to time;
"London Stock London Stock Exchange plc;
Exchange"
"Main Market" the Main Market of the London Stock Exchange;
"New Zegona the new Zegona Shares to be issued in connection with
Shares" the Offer and the PrimaryBid Offer;
"Newco" EJLSHM Funding Limited, a new company incorporated
in England and Wales with company number 15228873;
"Offer" the offer of New Zegona Shares pursuant to the Placing
and the Conditional Subscription;
"Offer Price" 150 pence per New Zegona Share;
"Official the Official List of the FCA;
List"
"Placing" the institutional placing of New Zegona Shares;
"Placing Shares" the New Zegona Shares being offered pursuant to the
Placing;
"PRA" the Prudential Regulation Authority;
"PrimaryBid" PrimaryBid Limited;
"PrimaryBid the offer of up to EUR8 million of New Zegona Shares
Offer" at the Offer Price to be made via PrimaryBid;
"Prospectus" has the meaning given to it in Annex 1 to this Announcement;
"QIBs" qualified institutional buyers as defined in Rule
144A;
"QP" a qualified purchaser as defined in section 2(a)(51)
of the U.S. Investment Company Act;
"Re-Admission" the re-admission upon Completion of all the Zegona
Shares in issue immediately prior to Completion, including
the New Zegona Shares, to the standard listing segment
of the Official List and to trading on the Main Market;
"Regulation Regulation S under the U.S. Securities Act;
S"
"Transaction" the Acquisition and related transactions, including
the Offer, the PrimaryBid Offer, Admission and Re-Admission;
"UniCredit" UniCredit Bank AG, Milan Branch;
"United States" the United States of America, its territories and
or "U.S." possessions, any state of the United States, and the
District of Columbia;
"U.S. Investment the U.S. Investment Company Act of 1940, as amended,
Company Act" and related rules;
"U.S. Investor the form of U.S. qualified purchaser's letter;
Letter"
"U.S. Securities the U.S. Securities Act of 1933, as amended;
Act"
Vodafone Europe Vodafone Europe B.V., a company incorporated in the
B.V. Netherlands with company number 27166573, being the
seller under the Acquisition Agreement;
"Vodafone Vodafone Group Plc and its subsidiaries but excluding,
Group" from Completion, Vodafone Spain;
"Vodafone Vodafone España, S.A.U.;
Spain"
"Zegona Group" the Company and its subsidiaries from time to time;
and
"Zegona Shares" the Existing Zegona Shares together with the New Zegona
Shares.
A NNEX I
Pricing Information
The Company intends to reflect the following information related
to the Offer in the final prospectus dated 13 November 2023 (the
"Prospectus").
The latest practicable date in the Prospectus is 10 November
2023. Unless otherwise noted below, the relevant information as at
that date in the Prospectus remains unchanged from what was
included in the preliminary prospectus dated 31 October 2023 .
Pricing Information:
Number of Zegona Shares in issue as at 10 November 2023 6,172,424
Offer Price (per New Zegona Share) 150 pence
Number of New Zegona Shares to be issued in connection with the Offer 697,654,138
Number of New Zegona Shares to be issued in connection with the Placing 174,413,535
Number of New Zegona Shares to be issued in connection with the Conditional Subscription
(1) 523,240,603
Number of New Zegona Shares to be issued in connection with the PrimaryBid Offer Up to 4,651,027
Number of Zegona Shares to be in issue immediately following Admission and Re-Admission Up to 708,477,589
(with
no New Zegona Shares held in treasury)(2)
Gross proceeds of the Offer (1) GBP1,046 million
Gross proceeds of the Placing GBP262 million
Gross proceeds of the Conditional Subscription (1) GBP785 million
Gross proceeds of the PrimaryBid Offer Up to EUR8 million
Estimated expenses of the Offer (3) GBP11 million
Estimated net proceeds of the Offer and the PrimaryBid Offer receivable by the Company Up to GBP1,042 million
Market capitalisation of the Company at the Offer Price following Admission (4) Up to GBP1,063 million
The total number of New Zegona Shares to be issued pursuant to
the PrimaryBid Offer is not known as at the date of this
announcement but will be notified via an RIS announcement prior to
Admission.
Notes:
(1) Based on the Exchange Rate of GBP1/EUR1.1467. Assuming the
Placing completes, the amount of the Vodafone Preference Shares
will be EUR900 million.
(2) On the assumption that the Company does not issue any Zegona
Shares other than in connection with the Offer and the PrimaryBid
Offer.
(3) All expenses are exclusive of VAT. No commissions, fees or
expenses will be charged to subscribers for New Zegona Shares by
the Company or PrimaryBid (in respect of the PrimaryBid Offer).
(4) The market capitalisation of the Company at any given time
will depend on the market price of the Zegona Shares at that time.
There can be no assurance that the market price of a Zegona Share
will equal or exceed the Offer Price.
Timetable of events:
Publication of the Prospectus 13 November 2023
Announcement of the PrimaryBid Offer 13 November 2023
Latest time and date for receipt of 11 a.m. on 14 November
proxy appointments 2023
Announcement of the results of the 15 November 2023
PrimaryBid Offer
General Meeting 11 a.m. on 16 November
2023
Announcement of the results of the 16 November 2023
General Meeting
Expected date of Admission and commencement 8 a.m. on 17 November
of dealings on the London Stock Exchange 2023
New Zegona Shares expected to be issued 17 November 2023
and credited to CREST accounts
All references are to London times unless otherwise stated. The
dates and times given are indicative only and are based on the
Company's current expectations and may be subject to change. If any
of the times and/or dates above change in any material respect, the
revised times and/or dates will be notified to Shareholders by
announcement through a regulatory information service.
Dilution:
Assuming the maximum number of New Zegona Shares are subscribed
in the PrimaryBid Offer, the issue of 702,305,165 New Zegona Shares
at Admission will result in Zegona's issued ordinary share capital
increasing to 708,477,589, with the subscribers for the New Zegona
Shares holding approximately 99 % of Zegona's issued ordinary share
capital (in each case, assuming Zegona does not issue any further
Zegona Shares or buy back any Zegona Shares from the date of the
Prospectus until Admission ). As a result, the voting rights of
Existing Zegona Shareholders would be diluted, such that an
Existing Zegona Shareholder would, immediately following Admission
, hold voting rights of approximately 1 % of the total voting
rights that they had held immediately prior to 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.
Directors and Senior Managers interests:
As at Admission and Re-Admission, the aggregate interests (all
of which are beneficial) of the Directors, senior managers and
persons closely associated with them in the share capital of the
Company, and expected to be:
Interests immediately following Admission
and Re-Admission (1)
------------------------- --------------------------------------------
Number of Zegona Percentage of issued
Director/senior manager Shares share capital
------------------------- ------------------- -----------------------
Eamonn O'Hare (2) 1,067,462 0.15%
Robert Samuelson (2) 525,561 0.07%
Richard Williams 27,819 0.00%
Ashley Martin 13,545 0.00%
Suzi Williams - -
Menno Kremer 100,013 0.01%
Notes:
(1) Assuming the maximum number of New Zegona Shares are
subscribed in the PrimaryBid Offer (and none of the above persons
participates in the PrimaryBid Offer (other than Richard Williams
and Ashley Martin, and assuming they receive their full allocation
in the PrimaryBid Offer) or acquires or disposes of any Zegona
Shares prior to Re-Admission) and the Company does not issue, or
undertake any buybacks of, Zegona Shares prior to Re-Admission.
(2) Eamonn O'Hare and Robert Samuelson also have interests in
Management Shares, details of which will be set out in the
Prospectus.
Richard Williams has confirmed his intention to subscribe for
approximately GBP40,000 of New Zegona Shares in the PrimaryBid
Offer and Ashley Martin has confirmed his intention to subscribe
for approximately GBP20,000 of New Zegona Shares in the PrimaryBid
Offer.
Significant Shareholders:
The Company is only aware of the following persons who,
immediately following Admission and Re-Admission, will represent an
interest (within the meaning of DTR Chapter 5) directly or
indirectly, jointly or severally in 3% or more of the Company's
share capital or could exercise control over the Company:
Interests immediately
Interests as at 10 November following Admission
2023 and Re-Admission(1)
------------------------ ------------------------------------ --------------------------------
Number of Percentage Percentage
Existing Zegona of issued share Number of of issued
Shareholder Shares capital Zegona Shares share capital
------------------------ ----------------- ----------------- --------------- ---------------
Zegona board
and management(2) 1,694,401 27.45% 1,734,400 0.24%
Marwyn Investment
Management LLP 774,321 12.54% 6,004,321 0.85%
Artemis Investment
Management 586,691 9.51% 586,691 0.08%
Fidelity Management
& Research 403,107 6.53% 24,563,907 3.47%
Fidelity Investments
Limited 392,349 6.36% 392,349 0.06%
Aberforth Partners
LLP 243,744 3.95% 10,909,744 1.54%
Credit Suisse 234,469 3.80% 234,469 0.03%
Winterflood Securities 205,014 3.32% 205,014 0.03%
Petrus Advisers 200,661 3.25% 200,661 0.03%
EJLSHM Funding
Limited(3) - - 523,240,603 73.85%
Thornburg Investment
Management - - 32,576,000 4.60%
Alken Asset Management - - 29,068,000 4.10%
Total 4,734,757 76.71% 629,716,159 88.88%
Notes:
(1) Assuming the maximum number of New Zegona Shares are
subscribed for in the PrimaryBid Offer (and none of the above
persons participates in the PrimaryBid Offer (other than Richard
Williams or Ashley Martin, and assuming they receive their full
allocation in the PrimaryBid Offer) or acquires or disposes of any
Zegona Shares prior to Re-Admission) and the Company does not
issue, or undertake any buybacks of, Zegona Shares prior to
Re-Admission.
(2) Richard Williams has confirmed his intention to subscribe
for approximately GBP40,000 of New Zegona Shares in the PrimaryBid
Offer and Ashley Martin has confirmed his intention to subscribe
for approximately GBP20,000 of New Zegona Shares in the PrimaryBid
Offer.
(3) EJLSHM Funding Limited has irrevocably undertaken to Zegona
and the Preference Shareholder not to vote the Zegona Shares it
holds (other than in connection with a takeover where the
consideration is cash).
Placing Agreement:
The Placing is conditional on, amongst other things, (i) the
lifting of the current suspension of the Zegona Shares to trading
on the Main Market by not later than Admission; (ii) 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 24 November 2023); (iii) the
Placing Agreement having become unconditional in all respects and
not having been terminated prior to Admission; and (iv) the passing
of the resolutions (without amendment) at the General Meeting. If
any of the conditions are not satisfied or, if applicable, waived,
then the Placing will not take place and any monies received in
respect of the Placing will be returned to applicants without
interest.
Financing:
Senior debt outstanding to FY23 Business EBITDAaL of the
Enlarged Group as at Completion will be up to approximately 3.0x
(based on an amount of New Facilities of EUR3.9 billion at
Completion, which amount may reduce depending on the net proceeds
of the PrimaryBid Offer).
Transaction-related costs payable to advisers in connection with
the Offer are estimated to be GBP11 million. Zegona estimates that
aggregate fees and expenses incurred in respect of the Transaction
will be approximately EUR100 million.
Pro Forma Statement of Net Assets:
The unaudited pro forma statement of net assets set out below
has been prepared to illustrate the effect of the Acquisition on
the net assets of Zegona as at 30 June 2023 as if the Acquisition
had taken place on 30 June 2023 (the Unaudited Pro Forma Financial
Information).
The Unaudited Pro Forma Financial Information has been prepared
on a consistent basis with the accounting policies and presentation
adopted by Zegona in relation to the audited consolidated financial
information for the year ended 31 December 2022 on the basis of
notes set out below.
The Unaudited Pro Forma Financial Information has been prepared
for illustrative purposes only and, because of its nature,
addresses a hypothetical situation and, therefore, does not
represent the Enlarged Group's actual financial position.
The Unaudited Pro Forma Financial Information does not purport
to represent what Zegona's or the Enlarged Group's financial
position would have been if the Acquisition had actually taken
place on the date indicated nor does it purport to represent
Zegona's or the Enlarged Group's financial position at any future
date.
The Unaudited Pro Forma Financial Information does not
constitute financial statements within the meaning of section 434
of the Companies Act.
Pro Forma Balance Sheet
Adjustments
------------------------------------------
Vodafone
Zegona Spain Net Unaudited
As at As at proceeds pro forma
30 June 30 June of the Debt financing Acquisition enlarged
EUR000 2023 2023 Offer adjustments adjustments group
Note Note
1 Note 2 3 Note 4 Note 5
Assets
Non-current
assets
Other intangible
assets - 1,199,241 - - 1,192,489 2,391,730
Property, plant
and equipment 7 4,561,125 - - - 4,561,132
Other investments 2,320 - - - 2,320
Trade and other
receivables 5,121 164,127 - - - 169,248
--------- ---------- ---------- --------------- ------------- -----------
5,128 5,926,813 - - 1,192,489 7,124,430
Current assets
Inventory - 51,159 - - - 51,159
Taxation recoverable - 287 - - - 287
Trade and other
receivables 49 761,519 - - (81,433) 680,135
Cash and cash
equivalents 4,307 5,131 1,187,822 3,826,000 (5,005,131) 18,129
--------- ---------- ---------- --------------- ------------- -----------
4,356 818,096 1,187,822 3,826,000 (5,086,564) 749,710
Total assets 9,484 6,744,909 1,187,822 3,826,000 (3,894,075) 7,874,140
========= ========== ========== =============== ============= ===========
Liabilities
Current liabilities
Borrowings - 426,832 - - - 426,832
Provisions - 24,795 - - - 24,795
Trade and other
payables 327 1,147,240 - - 13,386 1,160,953
--------- ---------- ---------- --------------- ------------- -----------
327 1,598,867 - - 13,386 1,612,580
Non-current
liabilities
Borrowings - 4,247,340 - 3,826,000 (3,201,421) 4,871,919
Other non-current
financial liabilities - - 900,000 - - 900,000
Deferred tax
liabilities - 3,240 - - - 3,240
Provisions - 156,669 - - - 156,669
Trade and other
payables - 46,139 - - - 46,139
--------- ---------- ---------- --------------- ------------- -----------
- 4,453,388 900,000 3,826,000 (3,201,421) 5,977,967
Net assets 9,157 692,654 287,822 - (706,040) 283,593
========= ========== ========== =============== ============= ===========
Notes
(1) The net assets of Zegona as at 30 June 2023 have been
extracted, without material adjustment, from the Zegona unaudited
interim financial statements for the six months ended 30 June 2023
incorporated by reference into this document.
(2) The net assets of Vodafone Spain as at 30 June 2023 have
been extracted, without material adjustment from the historical
financial information of Vodafone Spain as at 30 June 2023, as set
out in Part A of Part XIII (Historical Financial Information) of
this document.
(3) The Company has raised GBP262 million (EUR300 million at the
Exchange Rate on 9 November 2023) in gross proceeds through the
issue of New Zegona Shares pursuant to the Placing at a price per
New Zegona Share of 150 pence, which is subject to commissions and
other estimated fees and expenses of GBP11 million (EUR13 million
at the Exchange Rate on 9 November 2023), resulting in total net
proceeds for the Company from the Placing of GBP251 million (EUR288
million at the Exchange Rate on 9 November 2023). The net proceeds
will be used to partially fund the Acquisition, fees and expenses
incurred in connection with the Transaction and for general
corporate purposes.
EJLSHM Funding Limited has agreed, pursuant to the Conditional
Subscription and Relationship Agreement, to subscribe for EUR900
million of New Zegona Shares at the Offer Price in the Conditional
Subscription which forms part of the Offer. Assuming the Placing
completes, the amount of the gross proceeds of the Conditional
Subscription will be EUR900 million.
Zegona expects to recognize the gross proceeds of the
Conditional Subscription as a financial liability in the Enlarged
Group financial statements.
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 the PrimaryBid Offer. The proceeds of the
PrimaryBid Offer have not been reflected in the pro forma financial
information.
(4) This adjustment relates to the drawdown of an aggregate of
EUR3.9 billion from two facilities, being EUR3.4 billion from the
Corporate Bridge Facility and EUR 500 million from the Term Loan A
Facility . The increase in Borrowings represents the drawdown of
EUR3.8 billion net of arrangement fees of EUR74 million. The
arrangement fees have been included as a deduction from Borrowings
and will be amortised over the life of the facilities.
(5) The acquisition adjustments reflect the following:
The Unaudited Pro Forma Financial Information has been prepared
on the basis that the Acquisition of Vodafone Spain by Zegona will
be treated as a business combination in accordance with IFRS 3
Business Combinations. Zegona expects to undertake a fair value
exercise following completion of the Acquisition and no account has
been taken of any fair value adjustments to the acquired assets and
liabilities of Vodafone Spain in the Unaudited Pro Forma Financial
Information or any fair value adjustment to the amount raised in
the Conditional Subscription. For the purposes of the Unaudited Pro
Forma Financial Information the excess of the purchase
consideration over the carrying amount of net assets acquired has
been attributed to goodwill. The calculation of the total
consideration and adjustment to goodwill is set out below.
EUR000 EUR000
------------ ----------
Purchase price 5,000,000
Vodafone Spain cash balance 5,131
Settlement of borrowings owed to
related parties (3,201,421)
Settlement of receivables from related
parties 81,433
Adjustment for net working capital
(A) -
Total consideration 1,885,143
Less carrying value of net assets
acquired as at 30 June 2023:
Vodafone Spain net assets 692,654
Pro forma net assets acquired
Goodwill on acquisition 1,192,489
============ ==========
Footnotes:
(A) An adjustment for net working capital at the completion date
compared to the target net working capital in the Acquisition
Agreement will only be quantified when completion accounts have
been prepared. For the purposes of the pro forma statement of net
assets it has been assumed that the actual net working capital at
Completion is the same as the target working capital.
Other transaction costs and expenses related to the Acquisition
are estimated to be EUR14 million (not including arrangement fees
relating to the debt financing - see Note 4 above).
(6) In preparing the unaudited pro forma statement of net assets
of the Enlarged Group, no account has been taken of the trading
activity or other transactions of Zegona or Vodafone Spain since 30
June 2023.
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END
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