TIDMZEG
RNS Number : 0767O
Zegona Communications PLC
05 October 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
(OTHER THAN SPAIN) OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
ZEGONA COMMUNICATIONS PLC ("Zegona")
LEI: 213800ASI1VZL2ED4S65
5 October 2021
TER OFFER EXTENSION
Zegona Communications PLC (the "Company") announces that further
to the Company announcement dated 13 August 2021 regarding a return
of up to GBP329.3 million to the Company's shareholders by way of a
tender offer, the Company and Cannacord have extended the closing
time of the Tender Offer and the latest time and date for receipt
of Tender Forms and TTE Instructions from CREST Shareholders to
1.00 p.m. on 6 October 2021, and have extended the latest date for
the Tender Conditions to be satisfied to 6.00 p.m. today.
The remainder of the expected Tender Offer timetable (as set out
in the Circular) will now be as follows:
Latest time and date for receipt of Tender 1.00 p.m. on 6 October
Forms and TTE Instructions from CREST Shareholders
(i.e. close of Tender Offer)
Record date for the Tender Offer 6.00 p.m. on 6 October
Outcome of Tender Offer announced by 7 October
Purchase of Shares under the Tender Offer 8 October
Cheques despatched for certificated Shares By 14 October
purchased pursuant to the Tender Offer, payment
through CREST for uncertificated Shares purchased
pursuant to the Tender Offer, despatch of
balance share certificates for unsold certificated
Shares and CREST accounts credited with uncertificated
Shares being returned to Shareholders
Capitalised terms herein shall have the same meaning as in the
circular to shareholders dated 13 August 2021.
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Lulu Bridges - lulu.bridges@tavistock.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.
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.zegona.com, 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.
This announcement has been issued by, and is the sole
responsibility of, the Company.
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.
Canaccord, which is authorised and regulated by the Financial
Conduct Authority, is acting exclusively for Zegona and for no one
else in connection with the Non-US Tender Offer and Canaccord, its
affiliates and its and their respective directors, officers,
employees and agents are not, and will not, be responsible to
anyone other than the Company for providing the protections
afforded to customers of Canaccord nor for providing advice in
relation to the Non-US Tender Offer. For the avoidance of doubt,
none of Canaccord, its affiliates and it and their respective
directors, officers, employees and agents will be responsible for,
or liable in relation to the US Tender Offer, any other
transaction, arrangement or other matter referred to in this
announcement, or the Circular, other than the Non-US Tender
Offer.
Apart from the responsibility and liabilities, if any, which may
be imposed on Canaccord by the Financial Services and Markets Act
2000 (as amended), the Financial Services Act 2012, or the
regulatory regimes established thereunder, Canaccord does not
accept any responsibility or liability whatsoever nor make any
representation or warranty, express or implied, concerning the
contents of this announcement or the Circular, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company, theNon-US Tender Offer, the Circular or this
announcement. Each of Canaccord, its affiliates and their
respective directors, officers, employees and agents accordingly
disclaims all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement, the Circular
or any such statement.
The US Tender Offer is made solely by the Company. While the US
Tender Offer is being made available to US Shareholders, the right
to tender Shares is not being made available in any jurisdiction in
the United States in which the making of the US Tender Offer or the
right to tender Shares would not be in compliance with the laws of
such jurisdictions. The US Tender Offer is being made for the
securities of a UK company and is subject to UK disclosure
requirements, which are different from those of the United States.
The settlement procedure with respect to the US Tender Offer will
be consistent with UK practice, which differs from US domestic
tender offer procedures in certain material respects, particularly
with regard to date of payment. US Shareholders should note that
the Shares are not listed on a US securities exchange and the
Company is not subject to the periodic reporting requirements of
the US Securities Exchange Act of 1934, as amended, (the "Exchange
Act") and is not required to, and does not, file any reports with
the US Securities and Exchange Commission thereunder. The US Tender
Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the Exchange Act. The US
Tender Offer will be made in accordance with the requirements of
Regulation 14E under the Exchange Act to the extent applicable.
Accordingly, the US Tender Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law.
Certain information in this announcement is based on management
estimates. By their nature, estimates may not be correct or
complete. Accordingly, no representation or warranty (express or
implied) is given that such estimates are correct or complete or
founded on reasonable grounds. No representation or warranty
(express or implied) is given that such estimates are founded on
reasonable grounds. Zegona does not undertake any obligation to
correct or complete any estimate whether as a result of being aware
of information (new or otherwise), future events or otherwise.
Cautionary Note Regarding Forward-Looking Information
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation changing business or other market
conditions and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described in this announcement. Forwardlooking
statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. Subject to any
requirement under the Listing Rules, Prospectus Regulation Rules,
the Disclosure Guidance and Transparency Rules or other applicable
legislation or
regulation, Zegona does not undertake any obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Investors should not
place undue reliance on forward-looking statements, which speak
only as of the date of this announcement.
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END
TENUPGMPUUPGGUA
(END) Dow Jones Newswires
October 05, 2021 06:31 ET (10:31 GMT)
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