RCS - Marwyn Inv Man LLP - Seeking clarity for Zegona shareholders

Marwyn Value InvestorsAnnouncement

04/05/2021 08:50

RNS Number : 4148X
  
Marwyn Investment Management LLP
  
04 May 2021
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
 
 
LEI: 213800REEAQ5XKWUW340
Marwyn Investment Management LLP ("MIM")
 
Seeking clarity for Zegona shareholders
 
MIM, the Manager of the Marwyn Funds1, notes the positive news that Zegona Communications Plc ("Zegona" or the "Company") has announced that on the successful completion of MasMovil's offer for Euskaltel (the "Offer") it expects to receive an amount of £370 million (the "Proceeds") and that this equates to a Zegona underlying asset value of £1.70 per share. Despite this, Zegona continues to trade at a significant discount to net asset value, potentially due to uncertainty over the return of the Proceeds to Zegona's shareholders.
Whilst there remain additional regulatory and shareholder approvals in order for the Offer to become unconditional, MIM believes that Zegona's shareholders do not have sufficient clarity on Zegona's intentions regarding the return of the Proceeds prior to voting on the resolutions proposed at Zegona's AGM. 
MIM announces that a notice to requisition a general meeting of Zegona, executed by HSBC Global Custody Nominee (UK) Limited (the registered holder of more than 5 per cent of the paid-up capital of Zegona, beneficially owned by the Marwyn Funds) has been sent to Zegona, to consider the following Special Resolution:
"That subject only to and conditional upon the completion of the announced sale by the Company of its Investment in Euskaltel, S.A ("Completion") the Company will promptly (and in any event within one month of Completion) return at least £350 million to its shareholders (by way of capital distribution, scheme of reconstruction or otherwise) and pending such return the Company makes no further investments or acquisitions."
MIM remains in dialogue with the management and non-executive directors of Zegona and notes Zegona's statement concerning dialogue with shareholders and welcomes any additional resolutions from the Zegona board. MIM believes that this proposed resolution provides the opportunity for all Zegona shareholders to express their preference on the use of the Proceeds and for the Zegona board to obtain a clear understanding of the wishes of Zegona's shareholders. 
1 The Marwyn Funds comprise Marwyn Value Investors Limited, Marwyn Value Investors LP, Marwyn Value Investors II LP and MVI II Co-Invest LP.
 
Enquiries:
Antoinette Vanderpuije
Telephone: 0207 004 2700
 
Finsbury - PR Adviser 
Rollo Head 07768 994 987 
Chris Sibbald 07855 955 531 
 
Investec Bank plc - Financial Adviser 020 7597 5970 
Christopher Baird 
Carlton Nelson 
Alex Wright 
 
Notes to editors:
Zegona is a 21.4 per cent shareholder in Euskatel S.A. ("Euskatel"), the Spanish converged telecommunications provider group. On 28 March 2021, a wholly owned subsidiary of MasMovil Ibercom, S.A. U. ("MasMovil") launched a tender offer to acquire 100% of Euskaltel and Euskaltel's three largest shareholders (Zegona, Kutxabank and Alba), who own over 50 per cent, entered into irrevocable undertakings to tender all their shares. On 20 April 2021, the National Securities Market Commission ("CNMV") of Spain accepted for processing MasMovil's recommended offer for Euskaltel.  The National Commission of Markets and Competitions ("CNMC") of Spain is due to rule if the offer is approved in the first phase.  The Annual General Meeting of Zegona is due to held on 30 June 2021 to consider various resolutions as set out from page 96 of Zegona's Annual Report for the year ended 31 December 2020 which was released on 20 April 2021.
Investec Bank plc which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for MIM and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than MIM for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
 
 

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