REG - Zegona Comms. - Commencement of €200m Share Buyback Programme

Zegona CommunicationsAnnouncement

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RNS Number : 2988L  Zegona Communications PLC  12 December 2025

 12 December 2025                                                                  LEI: 213800ASI1VZL2ED4S65

 
 

Zegona Communications plc(1)

Commencement of €200m Share Buyback Programme

Zegona today announces the immediate commencement of the €200m share buyback
announced as part of the capital allocation proposal on 27 November 2025 (the
"Buyback Programme").

The initial intention was to commence the Buyback Programme after the
repayment of the Vodafone financing(2) but Zegona now believes it is in the
best interests of shareholders to commence the Buyback Programme with
immediate effect.

The Buyback Programme will be carried out in accordance with the terms of the
buyback agreement entered into with Canaccord Genuity Limited on 27 November
2025(4). This provides for on-market purchases, up to a total aggregate
consideration of €200m (exclusive of expenses), to be carried out under the
authorities granted at Zegona's 2025 AGM and any renewal of such authority
which may be granted at the Company's 2026 AGM.

 

 Investor enquiries:  Media enquiries:
 Alfonso Enríquez     Jaime De Andres            Tilly Abraham (Sodali & Co)
 info@zegona.com      jaime.andres@vodafone.com  zegona@info.sodali.com

 

About Zegona

Zegona is publicly listed on the Main Market of the LSE. It 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. In 2024,
Zegona completed the acquisition of Vodafone Spain. 

Notes

(1) Zegona

(2 ) The redemption, expected on 7 January 2026, following payment of the
conditional(4) special dividend of €1.4bn declared on 11 December 2025 of
the €900m of preference shares in EJLSHM Funding Limited (EJLSHM) held by
Vodafone Consolidated Holdings Limited (part of Vodafone Group PLC), payment
of €75m accrued preferential dividends to 7 January 2026 plus EJLSHM winding
up expenses, to ensure full repayment of the Vodafone financing. Settling the
Vodafone financing in full will enable the deferral and cancellation of the
523m Zegona ordinary shares held by EJLSHM. This will reduce Zegona's ordinary
shares in issue by 69% to 235,969,302 shares.

(3) Following the announcement of Zegona's capital allocation proposal on 27
November 2025, Zegona has convened a General Meeting ("GM") at 9.00 a.m. on 22
December 2025 to pass the resolution required to be able to implement that
policy, including the settlement of the Vodafone financing. A key part of the
resolution at the GM will be the removal of the requirement for six-months'
notice for the settlement of the Vodafone financing. A Circular to
Shareholders containing the Notice of GM was posted on 27 November 2025. If
the resolution is not passed at the GM on 22 December 2025, the special
dividend will be cancelled.

(4) The Buyback Programme will be carried out in accordance with the terms of
the buyback agreement with Canaccord Genuity Limited ("Canaccord"), details of
which are set out below.

Information on the Buyback
Programme

The sole purpose of the Buyback Programme is to reduce the share capital of
Zegona and the Company therefore intends to cancel the ordinary shares of
£0.01 each in the Company (the "Ordinary Shares") purchased pursuant to the
Buyback Programme.

Purchases under the Buyback Programme will commence from the date of this
announcement. The Buyback Programme shall terminate on the earlier to occur
of: (i) the purchase by Canaccord of such maximum number of Ordinary Shares or
of Ordinary Shares with a maximum aggregate consideration (excluding expenses)
of €200 million; (ii) the expiry of the Company's 2026 AGM (or the expiry of
the Company's 2027 Annual General Meeting where the Company's on-market
buyback authority is renewed); and (iii) 31 March 2026, if the proceeds of the
transaction entered into between Vodafone ONO S.A.U., Telefonica Espana
Filiales S.A.U. and AXA IM Alts relating to the acquisition of a 40% stake in
FiberPass have not been received by the Company and/or its subsidiaries by
such date.

The maximum number of Ordinary Shares which may be purchased is 113,881,485
(or if the purchases take place following the Company's 2026 AGM, the maximum
amount permitted by the Company's on-market buyback authority in respect of
any purchases following the date of grant).

The minimum purchase price which may be paid for any Ordinary Share is £0.01
(exclusive of expenses). The maximum purchase price (exclusive of expenses)
which may be paid for any Ordinary Share shall not be more than the higher of:
(a) an amount equal to 105% of the average of the middle market quotations of
the Ordinary Shares as derived from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which the
Ordinary Shares is contracted to be purchased; and (b) an amount equal to the
higher of the last independent trade of an Ordinary Share and the highest
current independent bid for an Ordinary Share as derived from the London Stock
Exchange System SETS. Purchases of Ordinary Shares under the Buyback Programme
are conditional upon compliance with all legal and regulatory requirements
and, in particular, on Zegona having distributable reserves available for the
purpose at the relevant time.

Under the Buyback Programme, Canaccord may, in accordance with certain
parameters, independently of and without influence from Zegona, purchase
Ordinary Shares on the London Stock Exchange from time to time and in its
absolute discretion. During closed periods, in accordance with certain
irrevocable instructions given to Canaccord in advance of the closed period,
share purchases shall be carried out by Canaccord independently of and without
influence from Zegona.

Whilst it is anticipated that the maximum daily volume of any purchases of
Ordinary Shares pursuant to the Buyback Programme will not exceed 25% of the
average daily volume of the Ordinary Shares traded on the London Stock
Exchange for the 20 trading days preceding the date of the relevant purchase
(as contemplated by Article 3(3) of the UK version of the MAR buy-back
technical standards (Commission Delegated Regulation (EU) 2016/1052) as
incorporated into UK domestic law by virtue of the European Union (Withdrawal)
Act 2018) (the "MAR Buy-Back Regulation")). Where there is general illiquidity
in the trading of the Company's Ordinary Shares, purchases may be made in
excess of the aforementioned volume limits and, in such circumstances, the
Company will not be able to rely on the safe harbour set out in the MAR
Buy-Back Regulation.

All purchases of Ordinary Shares under the Buyback Programme will be carried
out on the London Stock Exchange and Canaccord will purchase any Ordinary
Shares as principal and simultaneously be deemed to execute on-market sales of
any Ordinary Shares so purchased to the Company in accordance with the buyback
agreement on a 'riskless principal' basis.

 

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