TIDMZEG

RNS Number : 4038O

Zegona Communications PLC

07 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

LEI: 213800ASI1VZL2ED4S65

7 October 2021

ZEGONA ANNOUNCES RESULTS OF TENDER OFFER

Zegona Communications PLC ("Zegona", the "Company") announces the results of its return of up to GBP329.3 million to shareholders by way of a tender offer (the "Tender Offer") at a price of GBP1.535 per share

A total of 218,210,492 Zegona ordinary shares ("Shares") have been tendered under the Tender Offer, with 214,160,805 million being tendered in respect of shareholders' Basic Tender Offer Entitlement[1] and 4,049,687 million additional Shares being tendered.

There were 371,297 unused Basic Tender Offer Entitlement Shares which were allocated on a pro rata basis to shareholders who tendered additional Shares. Those shareholders will have their tender satisfied in respect of their Basic Tender Offer Entitlement plus approximately 9.17% of the additional Shares they tendered[2]. In aggregate, Zegona will repurchase 214,532,103 Shares, which equates to a total capital return to shareholders of GBP329.3 million[3].

Eamonn O'Hare, Zegona's Chairman and CEO commented: "Today we are delighted to return GBP329.3 million of cash to our investors that is the final step of our successful strategy in Spain, which has seen our shareholders receiving a return of more than 92% on their Net Invested Capital. We are already actively working on other potential investment opportunities within the European TMT industry which we believe remains fertile ground to once again create significant shareholder value."

Enquiries

Tavistock (Public Relations adviser - UK)

Tel: +44 (0)20 7920 3150

Jos Simson / Lulu Bridges - jos.simson@tavistock.co.uk/ lulu.bridges@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.

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.

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. Forward-looking 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.

[1] All defined terms are as defined in the Tender Offer Circular issued on 13 August 2021.

[2] The precise scaling ratio is 9.16966978296759%. Any shareholders who tendered their Basic Tender Offer Entitlement or less will have their tender satisfied in full.

[3] Excluding fees and expenses relating to the Tender Offer. Zegona expects to make payments for the Shares repurchased by 14 October 2021, and any Shares tendered in excess of each Shareholder's entitlement will be returned shortly thereafter. Following the completion of the Tender Offer, Zegona's issued share capital will consist of 4,4379,73 Shares.

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October 07, 2021 09:54 ET (13:54 GMT)

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