REG - Zegona Comms. - Dividend Declaration

Zegona CommunicationsAnnouncement

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RNS Number : 0991L  Zegona Communications PLC  11 December 2025

11 December 2025
 
                                   LEI: 213800ASI1VZL2ED4S65

Zegona Communications plc(1)

Declaration of €1.4bn Special Dividend

Zegona today announces that its board of directors has declared the special
dividend of €1.4bn to all Zegona ordinary shareholders2. This €1.4bn
special dividend is subject to shareholder approval at the Zegona General
Meeting on 22 December 20253.

The €1.4bn special dividend is being paid in Euros as EJLSHM(4) requires
€975m to settle the Vodafone financing in full(5). Settling the Vodafone
financing in full will enable the cancellation of the 523m Zegona ordinary
shares held by EJLSHM. This will reduce Zegona's ordinary shares in issue by
69% from 759m to 236m(6). The special dividend will also provide a €440m pro
rata payment to other ordinary shareholders.

The special dividend equates to €1.8632 per Zegona ordinary share. This
special dividend is payable to Zegona ordinary shareholders on the register of
members at the close of business on the record date of 19 December 2025. The
special dividend timetable is as follows:

Ex-Dividend Date: 18 December 2025

Record Date: 19 December 2025

General Meeting: 22 December 2025

Payment Date: 7 January 2026

 

 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  )€1,414,559,895 equal to €1.8632 per share, equivalent to £1.62098
based on EUR/GBP FX rate of 0.87.

(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 general meeting will be the removal of the requirement for
six-months' notice for the settlement of the Vodafone financing. A Circular to
Shareholders (the "Circular") containing the Notice of GM was posted on 27
November 2025.

If the resolution is not passed at the General Meeting on 22 December 2025,
the special dividend will be cancelled.

(4) EJLSHM Funding Limited

(5) The redemption of the €900m of preference shares in 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.

(6) Post repayment of the Vodafone financing, Zegona will re-designate the
Zegona shares held by EJLSHM as non-voting deferred shares with negligible
economic rights. This will reduce Zegona's ordinary share count to 235,969,302
shares. The deferred shares will be bought back for £1 in aggregate and
cancelled.

 

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