TIDMZEG
RNS Number : 2642T
Zegona Communications PLC
13 November 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF ZEGONA COMMUNICATIONS PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
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.
13 November 2023
Zegona Communications plc
("Zegona" or the "Company")
PrimaryBid Offer
-- Zegona announces a conditional offer for subscription of up
to EUR8 million of New Zegona Shares via PrimaryBid ('PrimaryBid
Offer');
-- The Issue Price for the New Zegona Shares is 150 pence per New Zegona Share;
-- Investors can access the PrimaryBid Offer through
PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for New Zegona Shares through these partners can
be made from tax efficient savings vehicles such as ISAs or SIPPs,
as well as General Investment Accounts ('GIAs');
-- The New Zegona Shares to be issued pursuant to the PrimaryBid
Offer and the Placing will be sold at the Issue Price;
-- There is a minimum subscription of GBP500 per investor in the PrimaryBid Offer;
-- No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Zegona (LON: ZEG), is pleased to announce, a conditional offer
for subscription of new ordinary shares of GBP0.01 each in the
capital of the Company ("New Zegona Shares ") via PrimaryBid (the
"PrimaryBid Offer") at an issue price of 150 pence per New Zegona
Shares (the "Issue Price").
As previously announced on 31 October 2023, Zegona has entered
into a binding agreement with Vodafone Europe B.V. ("Vodafone") in
relation to the acquisition of 100% of Vodafone Holdings Europe,
S.L.U. ("Vodafone Spain") at an enterprise value of EUR5.0 billion
(the "Acquisition"). The Company's website (
https://www.zegona.com/ ) contains important information and
documents relating to the Company and the Acquisition, including
the Prospectus.
The Company has also conducted a conditional placing of New
Zegona Shares at the Issue Price by way of an accelerated
bookbuilding process (the "Placing", together with the PrimaryBid
Offer, the "Fundraise"). The results of the Placing were published
by the Company today.
The Company will use the Fundraise to part fund the Acquisition,
fees and expenses of the Acquisition and for general corporate
purposes. The Fundraise is not conditional on the Acquisition and
may therefore complete while the Acquisition does not. In such
circumstances, the Directors' intention is that they may seek to
undertake other transactions that the Directors consider (having
consulted with Zegona shareholders) appropriate. If the Zegona
Group is unable to identify uses for the net proceeds of the
Fundraise 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 Fundraise 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.
The PrimaryBid Offer is conditional on the New Zegona Shares to
be issued pursuant to the Fundraise being admitted to the standard
listing segment of the Official List of the Financial Conduct
Authority and admitted to trading on the main market for listed
securities of London Stock Exchange plc ("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.
Details of the PrimaryBid Offer
Investors can access the PrimaryBid Offer through PrimaryBid's
website and on PrimaryBid's app . The PrimaryBid app is available
on the UK Apple App Store and Google Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for New Zegona Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
interactive investor clients may be able to apply for new
Ordinary Shares through the 'IPOs and New Issues' page of their
investment platform's website (available in due course). AJ Bell
clients may be able to apply for new Ordinary Shares by calling the
Dealing Services Team. Hargreaves Lansdown clients may be able to
apply for new Ordinary Shares by calling the Dealing Desk on 0117
980 9800.The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at
3.00 p.m. on 15 November 2023 and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP500 per investor in
the PrimaryBid Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for New Zegona Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for New Zegona Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for New Zegona Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The New Zegona Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the New Zegona Shares to be issued pursuant to the
Placing and the Company's existing Zegona Shares.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for New Zegona Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Capitalised terms used but not defined in this announcement have
the meanings given in the Company's announcement of 9 November
2023.
Enquiries
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / Nick Smith / James
Deal
Tavistock (UK Public Relations adviser)
Lulu Bridges lulu.bridges@tavistock.co.uk
Tel: 020 7920 3150
Jos Simson
jos.simson@tavistock.co.uk
Important notices
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the FCA 's Prospectus
Regulation Rules. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules, or for
approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
It is important note that while the prospectus prepared by the
Company dated 13 November 2023 (the "Prospectus") contains
important information relating to the Company and the Acquisition
(including various risk factors), it was prepared by the Company
solely in connection with admission of the New Zegona Shares and,
because the Acquisition amounts to a reverse takeover under the
Listing Rules, the re-admission of the Zegona Shares following
completion of the Acquisition, it was not prepared in connection
with the PrimaryBid Offer and does not form part of the PrimaryBid
Offer materials.
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into Australia,
Canada, the Republic of South Africa, Japan 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.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Zegona Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
in the Prospectus before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the New Zegona Shares if they are in any doubt.
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November 13, 2023 07:19 ET (12:19 GMT)
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