TIDMZEG
RNS Number : 0866B
Zegona Communications PLC
07 June 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
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DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
ZEGONA COMMUNICATIONS PLC ("Zegona")
LEI: 213800ASI1VZL2ED4S65
7 JUNE 2021
NOTICE OF GENERAL MEETING
On 24 May 2021, Zegona Communications plc announced its
intention to return GBP335 million to its shareholders in cash
following receipt of the proceeds from the successful acquisition
of Euskaltel, S.A. ("Euskaltel") by MásMóvil Ibercom, S.A.U.
("MasMovil")[1]. Zegona also announced that the Zegona senior team
(the "Managers") committed to re-invest a portion of the proceeds
from the triggering of their LTIP, of up to GBP4 million in
aggregate, back into Zegona and entered into binding subscription
agreements for new shares[2].
In order to obtain the necessary approvals from for the proposed
re-investment, Zegona announces that the following documents have
today been posted to Shareholders:
-- a Circular containing a Notice of General Meeting; and
-- a Form of Proxy for the General Meeting.
The above documents will be submitted to the UK Listing
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 www.zegona.com, subject to certain access restrictions.
Capitalised terms used and not defined in this announcement have
the meaning given to them in the Circular.
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Lulu Bridges - lulu.bridges@tavistoc.co.uk
Jos Simson - jos.simson@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.
About Euskaltel
Euskaltel S.A. ("Euskaltel") is the leading converged
telecommunications provider in the North of Spain and has recently
expanded to offer services nationally. It provides high speed
broadband, data rich mobile, advanced TV and fixed communications
services to residential and business customers under the Euskaltel,
R Cable, Telecable and Virgin telco brands. Euskaltel is a public
company traded on the stock markets of Bilbao, Madrid, Barcelona
and Valencia.
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. Neither the content of
https://www.euskaltel.com/CanalOnline/investors, nor the content on
any website accessible from hyperlinks on Euskaltel's website or
any other website, is incorporated into, or forms part of, this
announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, securities in Zegona.
[1] The capital return will be conditional upon the closing of
MasMovil's Tender Offer and subject to all applicable laws and
regulations, including the receipt of the required shareholder and
court approvals and such other third-party approvals as reasonably
required, which Zegona has undertaken to use all reasonable
endeavours promptly to procure.
[2] The Managers have entered into binding subscription
agreements, pursuant to which Eamonn O'Hare has conditionally
subscribed GBP2,366,800, Robert Samuelson has conditionally
subscribed GBP1,183,400, Howard Kalika has conditionally subscribed
GBP224,900 and Menno Kremer has conditionally subscribed
GBP224,900, in each case for new ordinary shares in Zegona (each
being a Management Subscription). The subscription agreements are
subject to the closing of the MásMóvil Offer, the Management
Incentive Scheme being paid, Shareholder approval for the new
Zegona ordinary shares to be issued at the General Meeting, and to
admission of the new ordinary shares to trading on the London Stock
Exchange. No prospectus is expected to be required to be issued. To
the extent that the aggregate number of new ordinary shares to be
subscribed under the subscription agreements exceeds 28.1% of the
issued share capital of the Company at the time, the subscriptions
shall be scaled back pro rata. As key members of Zegona's
management team (and in the case of Eamonn O'Hare and Robert
Samuelson, Directors of Zegona), each of the Managers is a related
party of Zegona, and each Management Subscription is a material
related party transaction, in each case for the purposes of and as
defined under DTR 7.3.
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END
NOGFRMFTMTIMBJB
(END) Dow Jones Newswires
June 07, 2021 12:46 ET (16:46 GMT)
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