REG - Zegona Comms. - LONG-TERM, PERMANENT FINANCING STRUCTURE

Zegona CommunicationsAnnouncement

12/07/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240712:nRSL1952Wa&default-theme=true

RNS Number : 1952W  Zegona Communications PLC  12 July 2024

 

THIS ANNOUNCEMENT IS NOT DIRECTED AT OR TO BE ACCESSED BY, OR DISTRIBUTED OR
DISSEMINATED TO, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, PERSONS RESIDENT
OR PHYSICALLY LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO
WHICH YOU ARE SEEKING ACCESS WOULD (I) REQUIRE THE COMPANY TO COMPLY WITH ANY
REGISTRATION OR QUALIFICATION REQUIREMENT OR OTHER PROCEDURAL FORMALITY OR
REGULATORY REQUIREMENT THAT THE COMPANY REGARDS AS UNDULY ONEROUS OR (II)
OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION (THE "RESTRICTED
TERRITORIES").

 

12 July 2024

 

Zegona Communications plc ("Zegona" or the "Company")

 

ZEGONA ANNOUNCES LONG-TERM, PERMANENT FINANCING STRUCTURE

 

Further to the completion of the acquisition of Vodafone Spain on 31 May 2024,
Zegona announces the planned refinancing of its acquisition financing with
long-term financing placed with Spanish and international institutional
investors.

 

·    The refinancing will be comprised of:

 

 -  €1,300 million 6.750% Senior Secured Notes due 2029 (the "Euro Notes")
 -  $900 million 8.625% Senior Secured Notes due 2029 (the "Dollar Notes" and,
    together with the Euro Notes, the "Notes")
 -  €920 million 5 year term loan facility B ("Euro Facility B")
 -  $400 million 5 year term loan facility B ("Dollar Facility B" and, together
    with the Euro Facility B, the "Facility B").

 

·    The proceeds from the Refinancing(1) will be used to repay the
amounts outstanding under the financing that was drawn in connection with the
acquisition of Vodafone Spain. Closing of the Refinancing is expected to occur
on 17 July 2024.

 

·    As part of the refinancing process, the rating agencies provided
Zegona with strong credit ratings including corporate and secured ratings from
S&P at BB (Positive) and BB respectively, Moody's at Ba3 (Positive) and
Ba3, and Fitch at BB+ and BBB-.

 

Eamonn O'Hare, CEO of Zegona, commented: "With Zegona's long-term financing
now secured, we have a capital structure that is fit-for-purpose and we can
now focus on the continued execution of our strategic plans to improve
Vodafone Spain, driving growth and creating value for all stakeholders."

 

Note:

 

(1.) The Facility B and the Notes are referred to herein as the "Refinancing".

 

 

Enquiries:

 Tavistock (UK Public Relations adviser)      LLYC (Spain Public Relations adviser)

 Lulu Bridges / Jos Simson / Katie Hopkins    Guillermo Segura

 zegona@tavistock.co.uk                       gsegura@llyc.global

 Tel:  020 7920 3150

 

 

IMPORTANT INFORMATION

 

This announcement is an announcement and not a circular or prospectus or
equivalent document and prospective investors in the Refinancing should not
make any investment decision on the basis of its contents.

 

Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose possession this
announcement or other information referred to herein falls should inform
themselves about, and observe, any restrictions in such laws or regulations.

 

Nothing in this announcement constitutes an offer of securities for sale in
any jurisdiction. Neither this announcement nor any part of it constitutes or
forms part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any of the Company's securities in the
United States, Canada, Australia, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be unlawful. The
securities of the Company may not be offered or sold in the United States or
for the account, or benefit of, US persons absent registration under the US
Securities Act of 1933, as amended (the "US Securities Act"), or an exemption
therefrom. The securities referred to herein have not been and will not be
registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States, and may not be offered or
sold, taken up, resold, transferred or delivered in the United States or for
the account, or benefit of, US persons except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in accordance with any applicable securities laws of any
state or other jurisdiction of the United States. There has not been and will
be no public offer of the Notes in the United States.

 

The Notes are not intended to be offered, sold or otherwise made available to,
and should not be offered, sold or otherwise made available to, any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or both) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified
investor" as defined in Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or
selling the securities or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the securities
or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

 

The Notes are not intended to be offered, sold or otherwise made available to,
and should not be offered, sold or otherwise made available to, any retail
investor in the UK. For these purposes, a retail investor means a person who
is one (or both) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA
to implement the Insurance Distribution Directive, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1)
of UK MiFIR; or (iii) not a "qualified investor" as defined in Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
securities or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.

 

 

This announcement has been issued by and is the sole responsibility 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 in the Notes
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

 

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.

 

Important note regarding forward-looking statements

This announcement contains forward-looking statements which are based on
current expectations and assumptions about future events. All statements other
than statements of historical fact included in this announcement, including,
without limitation, statements regarding Zegona's future financial position,
the Refinancing, including estimated completion, the projected use of proceeds
from the Refinancing, repayment of the short-term acquisition financing in
connection with the acquisition of Vodafone Spain and related transactions and
any statements related to the completion of the Refinancing stated hereto may
be forward-looking statements. Words or phrases such as "aim," "anticipate,"
"believe," "continue," "can," "could," "estimate," "expect," "intend," "may,"
"might," "objective," "ongoing," "plan," "potential," "predict," "project,"
"target," "seek," "pursue," "shall," "should," "will" and "would," or similar
words or phrases, or, in each case, their negative or other variations or
comparable terminology or by the discussions of strategies, plans, objectives,
targets, goals, future events or intentions, may identify forward-looking
statements, but these are not the exclusive means of identifying
forward-looking statements and the absence of these words and phrases does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject, among other things, to business, economic and
competitive uncertainties and contingencies, including actions of third
parties, which relate to factors that are beyond Zegona's ability to control
or estimate precisely and that could cause actual results to differ materially
from those expressed therein. In view of the above, you are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this document. Zegona does not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDSFWSIEELSEDW