Zegona Communications PLC Notice of GM (9383G)
29 Julio 2021 - 6:00AM
UK Regulatory
TIDMZEG
RNS Number : 9383G
Zegona Communications PLC
29 July 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
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DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
ZEGONA COMMUNICATIONS PLC ("Zegona")
LEI: 213800ASI1VZL2ED4S65
29 JULY 2021
NOTICE OF GENERAL MEETING
On 24 May 2021, the Board announced that if the sale of its
investment in Euskaltel to MásMóvil is successful it plans to
return GBP335 million in cash to Shareholders.
On 23 July 2021, Zegona began this return of cash to
shareholders with a GBP5.7 million dividend payment. After payment
of this dividend, Zegona's commitment, assuming the successful sale
of its investment in Euskaltel, is now to return the balance of the
GBP335 million, being at least GBP329,306,778 (the "Return of
Capital").
If the sale is successful, the Board is seeking to complete the
Return of Capital as soon as is reasonably practicable once the
funds have been received. The Board has determined, following
advice from its legal advisers, that the mechanism it should use is
an on-market share buyback by way of a tender offer because the
Directors believe this offers the best combination of timeliness,
cost effectiveness and tax efficiency. The Return of Capital is
therefore expected to follow a similar structure to the one that
the Company used in 2017, subject to any changes required as a
result of changes in law or regulation or market practice.
As Shareholders will be aware, MásMóvil's takeover bid for
Euskaltel has not yet completed and is subject to a number of
conditions. The acceptance period for the takeover is currently
expected to run to 30 July 2021 and, were the takeover to become
wholly unconditional, sale proceeds would be expected to be
received by Zegona before the end of the second week of August
2021.
Whilst there is no guarantee that the MásMóvil Offer will
complete, the Board is sufficiently confident that it will do so
that it is taking steps now to reduce the Company's share premium
account from GBP95,339,759 to GBP100,000 (the "Capital Reduction")
to prepare for the Return of Capital.
In order to obtain the necessary Shareholder approvals for the
proposed Capital Reduction, Zegona announces that the following
documents have today been posted to Shareholders:
-- a Circular containing a Notice of General Meeting (the
"Circular"); and
-- a Form of Proxy for the General Meeting.
The above documents will be submitted to the Financial Conduct
Authority via the National Storage Mechanism and will shortly be
available to the public for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
These documents will also be available on the Company's website
at
https://www.zegona.com//media/files/z/zegona/shareholder-information-disclaimer-docs/210729-shareholder-circular.pdf
, subject to certain access restrictions.
The General Meeting will be held at Travers Smith LLP, 10 Snow
Hill, London EC1A 2AL at 10:30 a.m. on 20 August 2021.
Capitalised terms used but not defined in this announcement
shall have the meanings set out in the Circular.
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Jos Simson / Lulu Bridges
IMPORTANT NOTICES
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END
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July 29, 2021 07:00 ET (11:00 GMT)
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