TIDMZEG
RNS Number : 2567T
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.
13 November 2023
Zegona Communications plc
Approval and Publication of Prospectus
Further to the announcements of 31 October 2023, 9 November 2023
and earlier today, Zegona confirms that the prospectus has been
approved by the FCA and published by Zegona ("Prospectus").
The Prospectus has been published by the Company in connection
with (i) the admission of New Zegona Shares to the standard listing
segment of the Official List and to trading on London Stock
Exchange's main market for listed securities and (ii) as the
acquisition of Vodafone Spain is a reverse takeover under the
Listing Rules, the re-admission of the Zegona Shares to the
standard listing segment of the Official List and to trading on
London Stock Exchange's main market for listed securities.
The Prospectus will shortly be available on Zegona's website at
www.zegona.com/acquisition-of-vodafone-spain subject to certain
access restrictions. A copy of the Prospectus is being submitted to
the National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms used but not defined in this announcement have
the meanings given in the announcement of 9 November 2023.
Enquiries:
Tavistock (UK Public Relations
adviser)
Lulu Bridges
lulu.bridges@tavistock.co.uk
Tel: +44 (0)20 7920 3150
Jos Simson
jos.simson@tavistock.co.uk
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. 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.
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,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 Zegona Shares is being made in any such
jurisdiction.
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.
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 Prospectus 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 the accuracy or
adequacy of this announcement or the Prospectus. Any representation
to the contrary is a criminal offence in the United States.
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
person acting on its 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.
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.
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.
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END
PDIUOUAROAUAAAA
(END) Dow Jones Newswires
November 13, 2023 06:25 ET (11:25 GMT)
Zegona Communications (LSE:ZEG)
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