REG - Zegona Comms. - PrimaryBid Offer

Zegona CommunicationsAnnouncement

15/11/2023 18:30

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RNS Number : 6133T  Zegona Communications PLC  15 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
ZEGONA COMMUNICATIONS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

 

15 November 2023

Zegona Communications plc

("Zegona" or the "Company")

PrimaryBid Offer

 

Zegona (LON: ZEG) announced on 13 November 2023 the launch of an offer of
ordinary shares in Zegona via PrimaryBid (the "PrimaryBid Offer").

 

The Company is pleased to announce that the PrimaryBid Offer successfully
completed and closed at 3.00 p.m. today.

 

A total of 322,848 New Zegona Shares have been subscribed for by retail
investors in the PrimaryBid Offer at a price of 150 pence (the "Offer Price"),
raising total gross proceeds of £484,272. Directors Richard Williams and
Ashley Martin received allocations of 26,666 and 13,332 New Zegona Shares,
respectively, in the PrimaryBid Offer.

 

The net proceeds of the PrimaryBid Offer will be used to partially fund the
Acquisition, pay fees and expenses incurred in connection with the Acquisition
and Offer and for general corporate purposes.

Application has been made to the Financial Conduct Authority for the New
Ordinary Shares, which rank pari passu with the Company's existing Ordinary
Shares, to be admitted to trading on London Stock Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 17 November 2023, subject
to Zegona Shareholder approval at the General Meeting. The PrimaryBid Offer
will not be completed without the Placing also being completed.

 

Total Voting Rights

 

Following the issue of the New Zegona Shares, the Company will have
704,149,410 ordinary shares of 1 penny each in issue. The figure of
704,149,410 may be used by the Company's shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Defined terms in this announcement shall have the same meaning as in the
Company announcement of 9 November 2023, unless otherwise specified.

 

 

Enquiries

 

 

 PrimaryBid Limited                          enquiries@primarybid.com

 Fahim Chowdhury / Nick Smith / James Deal

 Tavistock (UK Public Relations adviser)     +44 (0)20 7920 3150

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

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

 

Important Information

 

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 New Zegona Shares is being made in any such
jurisdiction.

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 or to, or for the account or benefit
of US persons (as defined in Regulation S under the US Securities Act), 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.
No public offering of the securities referred to herein will be made in the
United States or elsewhere.

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 securities the subject of this announcement have 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 or endorsed the merits of the
Zegona Shares, the PrimaryBid Offer, or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

Certain statements contained in this announcement are forward-looking
statements and are based on current expectations, estimates and projections
about the expected effects of the Transaction on the Zegona Group, Vodafone
Spain and the Enlarged Group, the anticipated timing and benefits of the
Transaction, the Zegona Group's and Vodafone Spain's anticipated standalone or
combined financial results and outlook, the industry and markets in which the
Zegona Group, Vodafone Spain and, the Enlarged Group operate and the beliefs,
and assumptions made by the Directors. Words such as "expects", "should",
"intends", "plans", "believes", "estimates", "projects", "may", "targets",
"would", "could" and variations of such words and similar expressions are
intended to identify such forward-looking statements and expectations. These
statements are based on the current expectations of the management of the
Company, Vodafone Spain or Vodafone Group (as the case may be) and are subject
to uncertainty and changes in circumstances and involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. As such,
forward-looking statements should be construed in light of such factors.
Neither the Company, Vodafone Spain, nor any of their respective associates or
directors, proposed directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur or that if any of the events occur, that the effect on the
operations or financial condition of the Company, Vodafone Spain or the
Enlarged Group will be as expressed or implied in such forward-looking
statements. Forward-looking statements contained in this announcement based on
past trends or activities should not be taken as a representation that such
trends or activities will necessarily continue in the future. In addition,
these statements are based on a number of assumptions that are subject to
change. The Company and its directors, their respective affiliates and any
person acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the FCA or the London Stock
Exchange.

This announcement has been issued by and is the sole responsibility of the
Company.

This announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Company. Any indication in
this announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. 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.

No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

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.

 

END

 

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