REG - Zegona Comms. - Approval and Publication of Prospectus

Zegona CommunicationsAnnouncement

13/11/2023 11:30

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RNS Number : 2567T  Zegona Communications PLC  13 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT.

13 November 2023

 

Zegona Communications plc

 

Approval and Publication of Prospectus

 

Further to the announcements of 31 October 2023, 9 November 2023 and earlier
today, Zegona confirms that the prospectus has been approved by the FCA and
published by Zegona ("Prospectus").

The Prospectus has been published by the Company in connection with (i) the
admission of New Zegona Shares to the standard listing segment of the Official
List and to trading on London Stock Exchange's main market for listed
securities and (ii) as the acquisition of Vodafone Spain is a reverse takeover
under the Listing Rules, the re-admission of the Zegona Shares to the standard
listing segment of the Official List and to trading on London Stock Exchange's
main market for listed securities.

The Prospectus will shortly be available on Zegona's website at
www.zegona.com/acquisition-of-vodafone-spain
(http://www.zegona.com/acquisition-of-vodafone-spain) subject to certain
access restrictions. A copy of the Prospectus is being submitted to the
National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Capitalised terms used but not defined in this announcement have the meanings
given in the announcement of 9 November 2023.

Enquiries:

 

 Tavistock (UK Public Relations adviser)

 Lulu Bridges

 lulu.bridges@tavistock.co.uk (mailto:lulu.bridges@tavistock.co.uk)

 Tel:  +44 (0)20 7920 3150

 Jos Simson

 jos.simson@tavistock.co.uk (mailto:jos.simson@tavistock.co.uk)

 

About Zegona

 

Zegona was established in 2015 with the objective of investing in businesses
in the European TMT sector and improving their performance to deliver
attractive shareholder returns. Zegona is led by former Virgin Media
executives Eamonn O'Hare and Robert Samuelson and is admitted to the standard
listing segment of the Official List and to trading on the Main Market.  For
more information go to www.zegona.com (http://www.zegona.comN) . Neither the
content of the Company's website nor any website accessible by hyperlinks on
the Company's website is incorporated in, or forms part of, this announcement.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of Zegona Shares is being made in any such
jurisdiction.

This announcement is not a prospectus but an advertisement. Neither this
announcement nor anything contained in it shall form the basis of, or be
relied upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Potential investors should read the Prospectus before making an
investment decision in order to fully understand the potential risks and
rewards associated with the decision to invest in the securities to be
admitted to the standard listing segment of the Official List of the FCA.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any state or any
other jurisdiction of the United States.

In addition, the Company has not been and will not be registered under the US
Investment Company Act and investors will not be entitled to the benefits of
the US Investment Company Act. No offer, purchase, sale or transfer of Zegona
Shares may be made except under circumstances which will not result in the
Company being required to register as an investment company under the US
Investment Company Act.

The Prospectus has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other US regulatory authority, nor have any of the foregoing authorities
passed upon the accuracy or adequacy of this announcement or the Prospectus.
Any representation to the contrary is a criminal offence in the United States.

This announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any person acting on its behalf as to, or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance. This
announcement does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an investment in
the securities of the Company. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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