REG - Zegona Comms. - Proposed Placing
09/11/2023 11:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231109:nRSI9728Sa&default-theme=true
RNS Number : 9728S Zegona Communications PLC 09 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. A COPY OF THE PROSPECTUS TO BE PUBLISHED BY
THE COMPANY IN CONNECTION WITH ADMISSION AND RE-ADMISSION WILL, WHEN
PUBLISHED, BE AVAILABLE FOR INSPECTION AT THE COMPANY'S REGISTERED OFFICE AND,
SUBJECT TO certain access restrictions, ON THE COMPANY'S WEBSITE,
WWW.ZEGONA.COM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Zegona Communications plc
Proposed Placing
Further to the announcements of 31 October 2023 in connection with the
Company's acquisition of Vodafone Spain for €5.0bn, Zegona announces a
proposed placing to raise gross proceeds of approximately €300 million
(£261 million) (the "Placing").
The Placing will comprise the issue of New Zegona Shares to institutional
investors at the Offer Price of 150 pence per share by way of a
non-pre-emptive placing. It will be conducted through an accelerated
bookbuilding process which will be launched immediately following this
announcement.
In addition to the Placing, as previously announced, the Company has raised
gross proceeds of up to €900 million pursuant to the conditional
subscription by Newco for New Zegona Shares at the Offer Price (converted to
Euro at the Exchange Rate) by using the proceeds of the issue of the
subscription by Vodafone Europe B.V. of preference shares in Newco (the
"Conditional Subscription"). Assuming the gross proceeds of the Placing are
€300 million, Newco is expected to subscribe for New Zegona Shares for an
aggregate amount of €900 million.
The Company also intends to raise gross proceeds of up to €8 million through
a separate offering of New Zegona Shares at the Offer Price via PrimaryBid
(the "PrimaryBid Offer"). The PrimaryBid Offer is expected to launch in due
course following the results of the Placing having been announced and the
Prospectus having been published.
The net proceeds of the Placing, the Conditional Subscription and 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.
Details of the Placing
In connection with the Placing, Deutsche Numis is acting as global
co-ordinator and joint bookrunner and each of Canaccord, ING and UniCredit are
acting as joint bookrunners.
The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and the Global Co-ordinator. The results of the
Placing, which will include the final number of Placing Shares and the gross
proceeds of the Placing, will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Shares are expected to represent approximately 25 per cent. of the
Company's ordinary share capital at Admission (assuming all of the New Zegona
Shares in the PrimaryBid Offer are subscribed and Newco subscribes for New
Zegona Shares for an aggregate amount of €900 million).
The Offer Price represents a 380 per cent. premium to the closing mid-market
price of a Zegona Share on 22 September 2023, the date when Zegona requested
that trading in its shares was suspended by the London Stock Exchange
following press speculation in relation to the Acquisition.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Zegona Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Zegona Shares after the Closing Date. The Placing Shares
will be issued free of any encumbrances, liens or other security interests.
Subject to the Placing Agreement not having been terminated in accordance with
its terms, each Joint Bookrunner has severally (and not jointly nor jointly
and severally) agreed with the Company, in the event of any default by any
Placee in paying the Offer Price in respect of any Placing Shares allotted to
it, to take up such Placing Shares itself at the Offer Price in agreed
proportions.
Members of the public are not eligible to take part in the Placing.
The Placing is not conditional on Completion and may therefore complete while
the Acquisition does not. In such circumstances, the Directors' current
intention is that they may seek to undertake other transactions that the
Directors consider (having sought Zegona Shareholder approval) appropriate. If
the Zegona Group is unable to identify uses for the net proceeds of the
Placing received by the Company at Admission which the Directors consider
(having consulted with Zegona Shareholders) to be appropriate then the Company
may seek to return some of the net proceeds of the Placing to Zegona
Shareholders, at which point the Directors will evaluate how best, in their
view, to execute such return of capital, having regard to applicable legal
requirements and the Company's ongoing funding position. However, there can be
no guarantee that such proceeds will be returned to Zegona Shareholders in a
timely manner or at all.
Applications for Admission and Re-Admission and Prospectus
Applications will be made to the FCA for admission of the New Zegona Shares to
listing on the standard listing segment of the Official List and to the London
Stock Exchange for Admission. It is expected that Admission will become
effective at 8.00 a.m. on 17 November 2023 or such later time and date (being
not later than 8.00 a.m. on 24 November 2023) as the Global Co-ordinator and
the Company may agree.
As the Acquisition is classified as a reverse takeover under the Listing
Rules, upon Completion the admission of all of the Zegona Shares in issue
immediately prior to Completion to the standard listing segment of the
Official List will be cancelled and applications will be made to the FCA and
to the London Stock Exchange, respectively, for the re-admission of Zegona
Shares to the standard listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities.
In connection with Admission and Re-Admission, the Prospectus prepared by, and
relating to, the Company is expected to be dated on or around 13 November 2023
after the results of the Placing have been announced. The Prospectus will,
subject to approval by the FCA, be published on the Company's website and made
available at the Company's registered office. Following the suspension of the
Zegona Shares on 22 September 2023, the admission to listing and trading of
the Zegona Shares is expected to be restored on the Business Day following
publication of the Prospectus.
Capitalised terms in this Announcement shall, unless the context requires
otherwise, have the meanings set out in Appendix 2. Please read the
"Important Notices" section of this Announcement.
Enquiries:
Tavistock (UK Public Relations adviser) +44 (0)20 7920 3150
Lulu Bridges
Jos Simson
Deutsche Numis (Sole Global Co-ordinator and Joint Bookrunner) +44 (0)20 7545 8000
Saadi Soudavar
Mark Hankinson
Gavin Deane
Mathew Mathew
Canaccord Genuity (Joint Bookrunner) +44 (0)20 7523 8000
Bobbie Hilliam
Alex Aylen
Sam Lucas
ING (Joint Bookrunner) +31 (0)20 563 8921
Rickard Thiadens
Mark Prins
Maarten Pleun Vrij
Han-Ywan Hu
UniCredit (Joint Bookrunner) +39 (0)28 862 0232
Silvia Viviano
Veronica Bosco
Fabio Notarangelo
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.com) . 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, INCLUDING THE APPENDICES 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 the Placing Shares is being made in any such
jurisdiction.
Members of the public are not eligible to take part in the Placing.
No action has been taken by the Company, Deutsche Bank AG, London Branch
(which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"),
Canaccord Genuity Limited ("Canaccord"), ING Bank N.V. ("ING") or UniCredit
Bank AG, Milan Branch ("UniCredit" and, together with Deutsche Numis, UBS,
Canaccord and ING, the "Joint Bookrunners") or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunner to inform themselves about, and to observe, such restrictions.
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.
Copies of the Prospectus will, when published, be available for inspection at
the Company's registered office and, subject to certain access restrictions,
on the Company's website at www.zegona.com. 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. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the US Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the US
Securities Act) ("QIBs") who are also qualified purchasers ("QP") as defined
in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the
"US Investment Company Act"), acquiring the Placing Shares for their own
account or for the account of another QIB that is also a QP and who have
executed and delivered to the Company and the Joint Bookrunners a US Investor
Letter substantially in the form provided to it, in each case, pursuant to an
exemption from, or in a transaction not subject to, registration under the US
Securities Act. 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 the
Placing 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 Placing 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 or endorsed the merits of the Placing, or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange. Any approval of the Prospectus by
the FCA should not be understood as an endorsement of the securities to be
admitted to the standard listing segment of the Official List of the FCA.
This Announcement is not a prospectus, product disclosure statement or
disclosure document for the purposes of the Corporations Act 2001 (Cth)
("Corporations Act"). It has not been lodged with the Australian Investments
and Securities Commission, or otherwise.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix 1 to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix 1 to this Announcement.
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. Such risks, uncertainties and assumptions include, but are not limited
to: the satisfaction of the conditions to the Transaction and other risks
related to Completion and actions related thereto; the Company's and Vodafone
Group's ability to complete the Transaction on the anticipated terms and
schedule; the tax treatment of the Transaction; risks relating to any
unforeseen liabilities of the Company or Vodafone Spain; future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, losses and future prospects of the Company,
Vodafone Spain and the Enlarged Group; business and management strategies and
the expansion and growth of the operations of the Company, Vodafone Spain and
the Enlarged Group; the ability to successfully realise expected operational
improvement from the Transaction; the effects of government regulation on the
businesses of the Company, Vodafone Spain or the Enlarged Group; the risk
that disruptions from the Transaction will impact the Vodafone Spain
business; and the Company's, Vodafone Group or Vodafone Spain plans,
objectives, expectations and intentions generally, as well as other factors
described in the Risk Factors to be set out in the Prospectus, once published.
However, it is not possible to predict or identify all such factors.
Consequently, while the list of factors presented here is considered
representative, no such list should be considered to be a complete statement
of all potential risks and uncertainties. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, the Joint Bookrunners, 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.
'Deutsche Numis' is a trading name used by certain investment banking
businesses of Deutsche Bank AG, Numis Securities Limited and Numis Europe
Limited in the United Kingdom and Ireland, Numis Securities Limited and Numis
Europe Limited are members of the group of companies controlled by Deutsche
Bank AG. Deutsche Bank AG is a stock corporation (Aktiengesellschaft)
incorporated under the laws of the Federal Republic of Germany, with its
principal office in Frankfurt. It is registered with the district court
(Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed to carry
on banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered in the register of companies for England and
Wales (registration number BR000005) with its registered address and principal
place of business at Winchester House, 1 Great Winchester Street, London EC2N
2DB. Deutsche Bank AG subject to supervision by the European Central Bank
(ECB), Sonnemannstrasse 22, 60314, Frankfurt am Main, Germany, and the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117
Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With
respect to activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the Prudential Regulatory Authority (the "PRA"). It is subject
to regulation by the FCA and limited regulation by the PRA. Details about the
extent of Deutsche Bank AG's authorisation and regulation by the PRA are
available from Deutsche Bank AG on request. Numis Securities Limited is
authorised and regulated by the FCA in the United Kingdom. Numis Europe
Limited trading as Numis is regulated by the Central Bank of Ireland.
Canaccord Genuity Limited is authorised and regulated by the FCA in the United
Kingdom. ING Bank N.V. is supervised by the European Central Bank (ECB), The
Dutch Central Bank (De Nederlandsche Bank) and the Netherlands Authority for
the Financial Markets (AFM). UniCredit Bank AG is a universal bank with its
registered office and principal place of business in Arabellastrasse 12,
Munich, Germany. It is entered under HRB 42148 in the B section of the
Commercial Register Maintained by Munich Local Court. UniCredit Bank AG is an
affiliate of UniCredit S.p.A., Milan, Italy (ultimate parent company).
UniCredit Bank AG is subject to regulation by the European Central Bank and
Federal Financial Supervisory Authority (BaFin). UniCredit Bank AG, Milan
Branch is regulated by Banca d'Italia, the Commissione Nazionale per le
Società e la Borsa (CONSOB) and the Federal Financial Supervisory Authority
(BaFin). Details about the extent of UniCredit Bank AG's regulation are
available on request.
Each Joint Bookrunner is acting exclusively for the Company and no one else in
connection with the Placing, the Acquisition, the contents of this
Announcement or any other matters described in this Announcement. No Joint
Bookrunner will regard any other person as its client in relation to the
Placing, the Acquisition, the content of this Announcement or any other
matters described in this Announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing, the
Acquisition, the content of this Announcement or any other matters referred to
in this Announcement.
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 Joint Bookrunner or by any of its affiliates or any person
acting on its or their 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. 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.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX (THE "TERMS AND
CONDITIONS") ARE DIRECTED ONLY AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO
ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO
ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE TERMS AND CONDITIONS MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, OR TO
OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT) ("US PERSON"), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE
PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This announcement (including the appendices) and the Terms and Conditions (the
"Announcement"), and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Deutsche Bank AG, London
Branch (which is trading for these purposes as Deutsche Numis) (the "Global
Co-ordinator" or "Deutsche Numis"), Canaccord Genuity Limited ("Canaccord"),
ING Bank N.V. ("ING") and UniCredit Bank AG, Milan Branch ("UniCredit" and,
together with the Global Co-ordinator, Canaccord and ING, the "Joint
Bookrunners") or any of their respective Affiliates or any of its or their
respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. 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 such action. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, any such restrictions.
The Terms and Conditions do not itself constitute or form part of an offer to
sell or issue or the solicitation of an offer to buy or subscribe for
securities referred to herein in the United States or any other Restricted
Territory or any jurisdiction where such offer or solicitation is unlawful.
The Placing 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 or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
None of the Company, the Joint Bookrunners or any of their respective
Affiliates or its or their respective Representatives makes any representation
or warranty, express or implied, to any Placees regarding any investment in
the securities referred to in this Announcement under the laws applicable to
such Placees.
Unless otherwise defined in the Terms and Conditions, capitalised terms used
in the Terms and Conditions shall have the meaning given to them in this
Announcement or in the placing proof of a prospectus dated 31 October 2023
prepared by, and relating to, the Company (the "Preliminary Prospectus"). The
Preliminary Prospectus has not been approved by the Financial Conduct
Authority (the "FCA") under section 87A of the Financial Services and Markets
Act 2000, as amended (the "FSMA") or otherwise.
In connection with Admission and Re-Admission, the final approved prospectus
(the "Prospectus") prepared by, and relating to, the Company is expected to be
published as soon as possible after the Placing Results Announcement (as
defined below). The Prospectus will, subject to approval by the FCA, be
published on the Company's website and made available to you at the Company's
registered office. The Prospectus is not expected to be approved and published
prior to Placees entering into a legally binding commitment in respect of the
Placing with the Joint Bookrunners, as agents of and on behalf of the Company.
As such, any commitments made under the Placing will be on the basis of the
Placing Documents (as defined below).
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will be deemed (i) to have read and understood in their entirety
(x) the Terms and Conditions in this Appendix; (y) the Preliminary Prospectus;
and (z) the placing results announcement expected to be published by the
Company on or around 13 November 2023 (the "Placing Results Announcement" and,
together with the Terms and Conditions and the Preliminary Prospectus, the
"Placing Documents"); (ii) to be participating and making such offer on the
Terms and Conditions; and (iii) to be providing (and shall only be permitted
to participate in the Placing on the basis that they have provided) the
representations, warranties, undertakings, agreements, acknowledgments and
indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable): (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors, or persons in the
United Kingdom other than UK Qualified Investors or in circumstances in which
the prior consent of the Global Co-ordinator has been given to each proposed
offer or resale; and (ii) where the Placing Shares have been subscribed for by
it on behalf of persons in a member state of the EEA other than Qualified
Investors, or in the United Kingdom other than UK Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as having been made
to such persons;
6. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may only be offered, sold or transferred, directly or indirectly, outside
the United States to a purchaser not known by you to be a US Person, by
pre-arrangement or otherwise, and in an offshore transaction complying with
the provisions of Rule 904 of Regulation S;
7. it understands that the Company has not been and will not
be registered under the US Investment Company of 1940, as amended (the
"Investment Company Act") and investors will not be entitled to the benefits
of the Investment Company Act. No offer, purchase, sale or transfer of the
Placing Shares may be made except under circumstances which will not result in
the Company being required to register as an investment company under the
Investment Company Act;
8. other than a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule
144A") who are also "qualified purchasers" ("QP") as defined in Section
2(a)(51) under the Investment Company Act, acquiring the Placing Shares for
their own account or for the account of another QIB that is also a QP, who
have delivered to the Company and the Joint Bookrunners a US Investor Letter
substantially in the form provided to it, (i) it and the person(s), if any,
for whose account or benefit it is acquiring the Placing Shares (i) are (or
will be) located outside the United States at the time the buy order for the
Placing Shares was originated and continue to be located outside the United
States and have not purchased the Placing Shares for the account or benefit of
any person in the United States or entered into any arrangement for the
transfer of such Placing Shares or any economic interest therein to any person
in the United States; (ii) are purchasing the Placing Shares in an "offshore
transaction" as defined in Regulation S; (iii) it is aware of the restrictions
on the offer and sale of the Placing Shares pursuant to Regulation S; and (iv)
the Placing Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S; and
9. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements. Each Placee hereby
agrees with the Joint Bookrunners and the Company to be bound by the Terms and
Conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if any Joint
Bookrunner confirms (orally or in writing) to such Placee its allocation of
Placing Shares.
This Announcement, including the Terms and Conditions, the Preliminary
Prospectus, the Placing Results Announcement (when published) and the
Prospectus (when published) have been prepared and issued, or will be prepared
and issued, by, and each of these documents is and will be exclusively the
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 Joint Bookrunner or any of its
Affiliates or its or their respective Representatives as to or in relation to,
the accuracy or completeness of such documents or any other written or oral
information made available to or publicly available to any party or its
advisers, and any liability therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
The net proceeds of the Offer are being made to partially fund the
Acquisition, fees and expenses incurred in connection with the Transaction and
for general corporate purposes. The Placing is not conditional on Completion
and may therefore complete while the Acquisition does not. In such
circumstances, the Directors' current intention is that they may seek to
undertake other transactions that the Directors consider (having sought Zegona
Shareholder approval) appropriate. If the Zegona Group is unable to identify
uses for the net proceeds of the Placing received by the Company at Admission
which the Directors consider (having consulted with Zegona Shareholders) to be
appropriate then the Company may seek to return some of the net proceeds of
the Placing to Zegona Shareholders, at which point the Directors will evaluate
how best, in their view, to execute such return of capital, having regard to
applicable legal requirements and the Company's ongoing funding position.
However, there can be no guarantee that such proceeds will be returned to
Zegona Shareholders in a timely manner or at all.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Joint Bookrunners will today commence the
Bookbuild to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
The Global Co-ordinator and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Deutsche Numis is acting as global co-ordinator and joint bookrunner in
connection with the Placing and each of Canaccord, ING and UniCredit are
acting as joint bookrunners in connection with the Placing.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, each Joint Bookrunner has agreed, as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for the Placing
Shares in such number and at 150 pence per Placing Share (the "Offer Price").
The timing of the closing of the book and allocations are at the discretion of
the Company and the Global Co-ordinator. Details of the number of Placing
Shares will be announced as soon as practicable after the close of the
Bookbuild.
Subject to the Placing Agreement not having been terminated in accordance with
its terms, each Joint Bookrunner has severally (and not jointly nor jointly
and severally) agreed with the Company, in the event of any default by any
Placee in paying the Offer Price in respect of any Placing Shares allotted to
it, to take up such Placing Shares itself at the Offer Price in the agreed
proportions as set out in the Placing Agreement.
The total number of shares to be issued pursuant to the Placing is expected to
represent approximately 25 per cent. of the Company's ordinary share capital
at Admission (assuming all of the New Zegona Shares in the PrimaryBid Offer
are subscribed and Newco subscribes for New Zegona Shares for an aggregate
amount of €900 million). The gross proceeds of the Placing may be more or
less than €300 million.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Zegona Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Zegona Shares after the Closing Date. The Placing Shares
will be issued free of any encumbrances, liens or other security interests.
PrimaryBid Offer
In addition to the Placing, the Company has engaged PrimaryBid Limited to
undertake an offer of New Zegona Shares at the Offer Price with a maximum
aggregate consideration of €8,000,000 to retail investors through its online
platform. The PrimaryBid Offer is expected to launch in due course following
publication of the Prospectus. The Joint Bookrunners are not acting for the
Company with respect to the PrimaryBid Offer.
Applications for Admission and Re-Admission and Prospectus
Applications will be made to the FCA for admission of the New Zegona Shares to
listing on the standard listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London Stock
Exchange") for admission of the New Zegona Shares to trading on its main
market for listed securities (together, "Admission"). It is expected that
Admission will become effective at 8.00 a.m. on 17 November 2023 or such later
time and date (being not later than 8.00 a.m. on 24 November 2023) as the
Global Co-ordinator and the Company may agree.
As the Acquisition is classified as a reverse takeover under the Listing
Rules, upon Completion the admission of all of the Zegona Shares in issue
immediately prior to Completion to the standard listing segment of the
Official List will be cancelled and applications will be made to the FCA and
to the London Stock Exchange, respectively, for the re-admission of Zegona
Shares to the standard listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities (together,
"Re-Admission").
In connection with Admission and Re-Admission, the Prospectus prepared by, and
relating to, the Company is expected to be published as soon as possible after
the Placing Results Announcement. The Prospectus will, subject to approval by
the FCA, be published on the Company's website and made available to you at
the Company's registered office. The Prospectus is not expected to be approved
and published prior to Placees entering into a legally binding commitment in
respect of the Placing with the Joint Bookrunners, as agents of and on behalf
of the Company. As such, any commitments made under the Placing will be on the
basis of the Placing Documents (as defined below).
Following the suspension of the Zegona Shares on 22 September 2023, the
admission to listing and trading of the Zegona Shares is expected to be
restored on the Business Day following publication of the Prospectus.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by any Joint
Bookrunner.
3. The results of the Placing will be announced in the Placing
Results Announcement following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at one of the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Offer
Price. Bids may be scaled down by the Joint Bookrunners in their sole
discretion but in accordance with the allocation policy agreed with the
Company.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in the Terms and Conditions and will be legally
binding on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee's obligations
will be owed to the Company and each Joint Bookrunner. Each Placee will also
have an immediate, separate, irrevocable and binding obligation, owed to each
Joint Bookrunner, to pay to the Joint Bookrunners (or as the Joint Bookrunners
may direct) as agents for the Company in cleared funds an amount equal to the
product of the Offer Price and the number of Placing Shares that such Placee
has agreed to subscribe for and the Company has agreed to allot and issue to
that Placee.
6. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 10 November 2023, but may be closed earlier or later at the
discretion of the Global Co-ordinator. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
7. Each Placee's allocation will be determined by the Company
in accordance with the terms of the Placing Agreement and will be confirmed to
Placees orally or in writing by the relevant Joint Bookrunner following the
close of the Bookbuild and a trade confirmation will be dispatched as soon as
possible thereafter. That oral or written confirmation (at the Joint
Bookrunners' discretion) to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a Placee)
in favour of the Joint Bookrunners and the Company, under which such Placee
agrees to subscribe for the number of Placing Shares allocated to it and to
pay the Offer Price for each such Placing Share on the Terms and Conditions
and in accordance with the Company's constitutional documents.
8. The Global Co-ordinator may, notwithstanding paragraphs 4
and 6 above, and subject to the prior consent of the Company: (i) allocate
Placing Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Global
Co-ordinator. The Company reserves the right (upon agreement with the Global
Co-ordinator) to reduce or seek to increase the amount to be raised pursuant
to the Placing.
9. The allocation of Placing Shares to Placees located in the
United States or to or for the account or benefit of a US Person, shall be
conditional on the delivery by each Placee of a US Investor Letter
substantially in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by any Joint Bookrunner or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by any Joint
Bookrunner.
14. By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise or non-exercise by the
Global Co-ordinator of any right of termination or other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Global Co-ordinator or for agreement between the Company and the Global
Co-ordinator (as the case may be) and that neither the Company nor the Global
Co-ordinator need make any reference to, or consult with, Placees and that
none of the Company, the Joint Bookrunners nor any of their respective
Affiliates or its or their respective Representatives shall have any liability
to Placees whatsoever in connection with any such exercise or failure to so
exercise or otherwise.
15. To the fullest extent permissible by law, neither the Joint
Bookrunner, nor the Company, nor any of its or their respective Affiliates nor
any of its or their respective Representatives shall have any responsibility
or liability to any Placee (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, none of the Joint Bookrunners, nor the
Company, nor any of its or their respective Affiliates nor any of its or their
respective Representatives shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of the Joint Bookrunners' conduct of the Bookbuild, the Placing or of
such alternative method of effecting the Placing as the Joint Bookrunners and
their respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Joint Bookrunners under the Placing Agreement are conditional on
certain conditions, including, amongst other things:
(a) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service by no later than 7.00
a.m. (London time) on 13 November 2023 (or such later time or date as the
Global Co-ordinator may agree with the Company);
(b) each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading at all times prior
to, and at, Admission, in each case, by reference to the facts and
circumstances then subsisting;
(c) the compliance by the Company with its obligations and
undertakings under the Placing Agreement;
(d) the Prospectus being approved pursuant to the Listing Rules
and the Prospectus Regulation Rules by the FCA on or before 5.00 p.m. (London
time) on 13 November 2023 (or such later time or date as the Global
Co-ordinator may agree with the Company);
(e) the Prospectus having been filed, published and made
available in the manner specified in the Prospectus Regulation Rules, or in
such other manner as the Global Co-ordinator may approve on or before 5.00
p.m. (London time) on 13 November 2023 (or such later time or date as the
Global Co-ordinator may agree with the Company);
(f) any supplementary prospectus that may be required pursuant
to Rule 3.4 of the Prospectus Regulation Rules and Article 23 of the UK
Prospectus Regulation having been approved, filed, published and made
available in accordance with, as the case may be, the Listing Rules, Rule 3.4
of the Prospectus Regulation Rules and Article 23 of the UK Prospectus
Regulation;
(g) the passing of the Resolutions (without amendment) at the
General Meeting (or such later time and date as the Global Co-ordinator may
agree with the Company);
(h) the lifting of the Suspension by not later 8.00 a.m. on the
Business Day following publication of the Prospectus and Admission having
occurred not later than 8.00 a.m. on 17 November 2023 (or such later time or
date as the Global Co-ordinator may agree with the Company, being not later
than 8.00 a.m. on 24 November 2023);
(i) the acquisition agreement dated 31 October 2023 between,
amongst others, the Buyer and the Seller (the "Acquisition Agreement") (i)
having been executed and delivered by the parties thereto and continuing to be
effective, binding and enforceable in accordance with their respective terms,
(ii) not having been terminated, amended or varied, and (iii) in the opinion
of the Global Co-ordinator no event or circumstance exists, has occurred or
arisen or is about to occur which constitutes or results in, or could with the
giving of notice and/or lapse of time and/or the making of a relevant
determination, constitute, or result in, the termination, an event of default,
an acceleration of any obligation or breach of any obligation of the
Acquisition Agreement;
(j) (i) each Financing Document having been executed and
delivered by the parties thereto and continuing to be effective, binding and
enforceable in accordance with their respective terms, (ii) not having been
terminated, amended or varied, and (iii) in the opinion of the Global
Co-ordinator no event or circumstance exists, has occurred or arisen or is
about to occur which constitutes or results in, or could with the giving of
notice and/or lapse of time and/or the making of a relevant determination,
constitute, or result in, the termination, an event of default, an
acceleration of any obligation or breach of any obligation of a Financing
Document; and
(k) each of the Assignment and Set-off Deed, the Buyback
Agreement, the Conditional Subscription and Relationship Agreement and the
Vodafone Preference Share Subscription Agreement (each a "Newco Document") (i)
having been executed and delivered by the parties thereto and continuing to be
effective, binding and enforceable in accordance with their respective terms,
(ii) not having been terminated, amended or varied, and (iii) in the opinion
of the Global Co-ordinator, no event or circumstance exists, has occurred or
arisen or is about to occur which constitutes or results in, or could with the
giving of notice and/or lapse of time and/or the making of a relevant
determination, constitute, or result in, the termination, an event of default,
an acceleration of any obligation or breach of any obligation of a Newco
Document,
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Conditions").
If, at Admission, any of the Conditions are not fulfilled or, where permitted,
waived or extended by the Global Co-ordinator in accordance with the Placing
Agreement, the Placing will lapse and the Placees' rights and obligations
under the Terms and Conditions in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
or on behalf of the Placee (or any person on whose behalf the Placing is
acting) in respect thereof.
The Global Co-ordinator may, at its discretion and upon such terms and
conditions as it thinks fit, waive satisfaction of certain of the Conditions
(save that Conditions (d), (e), (f), (g) and (h) cannot be waived) or extend
the time provided for its satisfaction. Any such waiver or extension will not
affect Placees' commitments as set out in the Terms and Conditions.
No Joint Bookrunner nor any of its Affiliates or its or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision the Global Co-ordinator or another person may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition nor for any decision it may make as to the
satisfaction of any Condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Global Co-ordinator. Placees will have
no rights against the Joint Bookrunners, the Company or any of their
respective Affiliates under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
The Global Co-ordinator (for itself and on behalf of the other Joint
Bookrunners), in its absolute discretion, may prior to Admission terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Transaction is
or has become untrue, inaccurate or misleading in any respect, or any matter
has arisen which would, if such document or announcement had been issued at
that time, constitute an inaccuracy or omission from such document or
announcement;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement;
(c) there has been a breach by the Company of any of the
representations, warranties or undertakings contained in the Placing Agreement
or any of such representations, warranties or undertakings is not, or ceases
to be, true, accurate and not misleading;
(d) in the opinion of the Global Co-ordinator (acting in good
faith), there has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events;
(f) in the opinion of the Global Co-ordinator (acting in good
faith), any matter referred to in Rule 3.4 of the Prospectus Regulation Rules
and Article 23 of the UK Prospectus Regulation has arisen which is adverse in
any material respect; or
(g) an application for Admission or Re-Admission is withdrawn or
refused by the FCA or the London Stock Exchange or, in the opinion of the
Global Co-ordinator, acting in good faith, an application or the lifting of
the Suspension will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in the Terms and Conditions shall cease and terminate at such time and no
claim may be made by any Placee in respect thereof.
Withdrawal rights
Each Placee acknowledges that its agreement to subscribe for Placing Shares is
not by way of a acceptance of a public offer made or to be made in the
Prospectus but is by way of a collateral contract and, accordingly, Article
23(2) of the EU Prospectus Regulation and the UK Prospectus Regulation does
not entitle a Placee to withdraw in the event that the Company publishes a
supplementary prospectus in connection with Admission and/or Re-Admission.
Lock-up
Other than the issue of New Zegona Shares in connection with the Offer and the
PrimaryBid Offer, the Company has undertaken to the Joint Bookrunners that,
subject to certain customary carve-outs, until the date which is 180 calendar
days after Re-Admission, it will not, without the prior written consent of the
Global Co-ordinator (acting solely in its capacity as global co-ordinator in
connection with the Placing and such consent not to be unreasonably withheld
or delayed), enter into certain transactions involving or relating to the
Zegona Shares, including the issue of further Zegona Shares during that
period.
By participating in the Placing, Placees agree that the exercise by the Global
Co-ordinator of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Global Co-ordinator and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BVGBY890)
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Joint Bookrunners reserve the right to
require settlement for, and delivery of, the Placing Shares to Placees by such
other means that they deem necessary, including in certificated form, if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in the Placing Documents and/or Prospectus or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the relevant
Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account operated by the
Settlement Bank as agent for and on behalf of the Company and the Settlement
Bank will enter its delivery (DEL) instruction into the CREST system. The
Settlement Bank will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 17 November 2023 and on a delivery
versus payment basis in accordance with the instructions given to the Joint
Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed the Joint Bookrunners, or any nominee of any Joint Bookrunner as its
agent to use its reasonable endeavours to sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds an amount equal to the aggregate amount owed by the Placee plus any
interest due thereon. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on each Joint Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each Joint Bookrunner lawfully takes
on such Placee's behalf. Each Placee agrees that each Joint Bookrunner's
rights and benefits under this paragraph may be assigned in that Joint
Bookrunner's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or, for the avoidance of doubt if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), no Joint Bookrunner nor the Company
shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Joint Bookrunner (in their capacity as joint bookrunner and
as placing agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood the Placing Documents in their
entirety and that its participation in the Bookbuild and the Placing and its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained therein and
undertakes not to redistribute or duplicate any Placing Document and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no Joint Bookrunner nor the Company nor any of their
respective Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other than this
Announcement and the Preliminary Prospectus, nor has it requested any Joint
Bookrunner, the Company, any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
3. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is participating is not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it is unlawful to make or accept
an offer to acquire the Placing Shares;
4. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale, nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is required;
5. the content of this Announcement, including the Terms and
Conditions, the Preliminary Prospectus, the Placing Results Announcement (when
published) and the Prospectus (when published) have been prepared and issued,
or will be prepared and issued, by and each of these documents is and will be
exclusively the responsibility of, the Company and that no Joint Bookrunner
nor any of its Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has made any representations to it,
express or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the truth, accuracy, completeness or adequacy of
such documents, nor has or shall have any responsibility or liability for any
information, representation or statement contained in such documents or any
information previously or simultaneously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
such documents or otherwise;
6. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in the Placing Documents, such information being all that
it deems necessary or appropriate to make an investment decision in respect of
the Placing Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or statements
made by any Joint Bookrunner or the Company or any of their respective
Affiliates or its or their respective Representatives or any person acting on
behalf of any of them and no Joint Bookrunner nor the Company nor any of their
respective Affiliates or its or their respective Representatives will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement;
7. it has made its own assessment of the Company and relied on
its own investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to participate in the
Placing;
8. it has not relied on any information relating to the
Company contained in any research reports prepared by any Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf and
understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any
person acting on its or their behalf has or shall have any responsibility or
liability for: (x) public information or any representation; or (y) any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement or
otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
9. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
10. that no action has been or will be taken by the Company, any
Joint Bookrunner or any person acting on behalf of the Company or any Joint
Bookrunner that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
11. (i) it (and any person acting on its behalf) is entitled to
subscribe for, the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
any Joint Bookrunner, the Company or any of their respective Affiliates or its
or their respective Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
and (v) the subscription for the Placing Shares by it or any person acting on
its behalf will be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or otherwise;
12. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
13. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017, the FCA's SYSC and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof
(together the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of identity, the
relevant Joint Bookrunner has not received such satisfactory evidence, such
Joint Bookrunner may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to such
Joint Bookrunner will be returned without interest to the account of the
drawee bank or CREST account from which they were originally debited;
14. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Joint
Bookrunner and the Company for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
15. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
16. it understands that any investment or investment activity to
which the Terms and Conditions relate is available only to Relevant Persons
and will be engaged in only with Relevant Persons, and further understands
that the Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons;
17. if it is in a member state of the EEA, it is a Qualified
Investor;
18. if it is in the United Kingdom, it is a UK Qualified
Investor;
19. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale to persons in a member state of the EEA
other than Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of the
Global Co-ordinator has been given to each such proposed offer or resale; or
(ii) where the Placing Shares have been subscribed for by it on behalf of
persons in any member state of the EEA other than Qualified Investors, or in
the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation (as applicable) as having been made to such persons;
20. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; (ii) may only be offered, sold or
transferred, directly or indirectly, outside the United States to a purchaser
not known by you to be a US Person, by pre-arrangement or otherwise, and in an
offshore transaction complying with the provisions of Rule 904 of Regulation
S; and (iii) no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or transfer of
the Placing Shares;
21. it understands, and each account it represents has been
advised that the Company has not been and will not be registered under the
Investment Company Act and investors will not be entitled to the benefits of
the Investment Company Act. No offer, purchase, sale or transfer of the
Placing Shares may be made except under circumstances which will not result in
the Company being required to register as an investment company under the
Investment Company Act;
22. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States to non-US Persons in offshore
transactions (as defined in Regulation S) pursuant to Regulation S under the
Securities Act and (ii) in the United States solely to investors reasonably
believed to be QIBs that are also QPs in reliance upon Rule 144A under the
Securities Act or another exemption from, or transaction not subject to, the
registration requirements under the Securities Act, who have delivered to the
Company and the Joint Bookrunners a US Investor Letter substantially in the
form provided to it;
23. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States, not a US Person and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in accordance
with, Regulation S under the Securities Act or (ii) a QIB that is also a QP
which has duly executed and delivered to a Joint Bookrunner or its Affiliates
a US Investor Letter substantially in the form provided to it;
24. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for offer and sale
in connection with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws of the
United States or any state thereof;
25. it agrees to notify and will be deemed to have notified, and
each subsequent holder is required to notify and will be deemed to have
notified, any purchaser of the Placing Shares from it or such subsequent
holder of the resale restrictions referred to in paragraphs 20 through 24
above;
26. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any materials concerning the Placing (including
electronic copies thereof), directly or indirectly, whether in whole or in
part, in or into any Restricted Territory;
27. it understands, and each account it represents has been
advised that (a) no prospectus has been filed with any securities commission
or similar regulatory authority in Canada in connection with the offer and
sale of the Placing Shares and no securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon any offering
document or on the merits of the Placing Shares and any representation to the
contrary is an offence;
28. if it is in, resident in or subject to the securities laws
of any province or territory of Canada, it, or each account it represents, is
purchasing, or deemed to be purchasing, as principal and is an accredited
investor , as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), that is a permitted
client, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations and is not created or used
solely to purchase or hold securities as an accredited investor described in
paragraph (m) of the definition of "accredited investor";
29. if it is in Australia, it represents and warrants that it is
a person to whom an offer of securities can be made without a disclosure
document under the Corporations Act because of subsections 708(8)
(sophisticated investors) or 708(11) (professional investors) of the
Corporations Act;
30. if it is in Switzerland, it is a professional client as
defined by Art. 4 (3) and (4) of the Swiss Financial Services Act ("FinSA"),
to the exclusion of high-net worth retail clients and private investment
structures created for them who have expressly declared that they wish to be
treated as professional clients pursuant to Art. 5(1) FinSA;
31. where it is subscribing for the Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account and it has full
power to make, and does make, the acknowledgements, representations and
agreements herein on behalf of each such account;
32. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;
35. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person;
36. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
37. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the Placing, it
has not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly available;
38. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and it
(and any person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with the Terms and Conditions on the due time
and date set out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other persons or sold as
any Joint Bookrunner (or its assignee) may in its discretion determine and
without liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in the Terms and Conditions which may arise
upon the sale of such Placee's Placing Shares on its behalf;
39. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that the Global Co-ordinator or the Company may call upon it
to acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
40. no Joint Bookrunner nor any of its Affiliates or its or
their respective Representatives nor any person acting on behalf of any of
them, is making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and participation in the Placing is on the basis that it is not
and will not be a client of any Joint Bookrunner and no Joint Bookrunner has
any duties or responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of the Joint Bookrunner's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
41. the exercise by the Global Co-ordinator of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Global Co-ordinator and it need not have any reference to any Placee
and shall have no liability to any Placee whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Joint Bookrunners, the Company or any of
their respective Affiliates under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;
42. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the case may
be. No Joint Bookrunner, the Company nor any of their respective Affiliates
will be responsible for any liability to stamp duty or stamp duty reserve tax
or other similar duties or taxes (together with any interest, fines or
penalties) resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to indemnify the
Company, each Joint Bookrunner and their respective Affiliates and its and
their respective Representatives in respect of the same on an after-tax basis
on the basis that the Placing Shares will be allotted to the CREST stock
account of the Settlement Bank who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
43. the Terms and Conditions and any agreements entered into by
it pursuant to the Terms and Conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any Joint Bookrunner or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
44. each of the Company, the Joint Bookrunners and their
respective Affiliates, its and their respective Representatives and others
will rely upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and which are
given to each Joint Bookrunner on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises each Joint Bookrunner and
the Company to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
45. it will indemnify on an after-tax-basis and hold the
Company, each Joint Bookrunner and their respective Affiliates and its and
their respective Representatives and any person acting on behalf of any of
them harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
46. it irrevocably appoints any director or authorised signatory
of the Joint Bookrunners as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
47. its commitment to acquire Placing Shares on the terms set
out herein and in any contract note will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
48. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Zegona Shares and in the
sector in which the Company operates and is aware that it may be required to
bear, and is able to bear, the economic risk of participating in, and is able
to sustain a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares; (iii) it has
relied solely on the Placing Documents and its own investigation, examination,
due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Zegona Group operates, and the terms of the
Placing, including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of any Joint Bookrunner;
(iv) it has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect to making
an investment in the Placing Shares; (v) it is aware and understands that an
investment in the Placing Share involves a considerable degree of risk; and
(vi) it will not look to any Joint Bookrunner, any of its Affiliates or its or
their respective Representatives or any person acting behalf of any of them
for all or part of any such loss or losses it or they may suffer;
49. neither the Company nor any Joint Bookrunner owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement or the Terms and Conditions;
50. in connection with the Placing, each Joint Bookrunner and
any of its Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or sell for
its own account such shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to any Joint Bookrunner or any of its Affiliates acting
in such capacity. In addition, any Joint Bookrunner or any of its Affiliates
may enter into financing arrangements and swaps with investors in connection
with which such Joint Bookrunner or any of its Affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares. No Joint Bookrunner nor any of its Affiliates intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so; and
51. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right
to take up a portion of the securities in the Placing as a principal position
at any stage at its sole discretion, among other things, to take account of
the Company's objectives, UK MiFID II requirements and/or its allocation
policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Joint Bookrunner (for their own benefit and, where relevant, the benefit
of their respective Affiliates, Representatives and any person acting on its
or their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Joint Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor any Joint Bookrunner is liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise: (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing
Shares); (ii) on a sale of Placing Shares; or (iii) otherwise than under the
laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing as an agent
or nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer taxes
forthwith, and agrees to indemnify on an after-tax basis and hold each Joint
Bookrunner and/or the Company and their respective Affiliates (as the case may
be) harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
In the Terms and Conditions, "after-tax basis" means in relation to any
payment made to the Company, any Joint Bookrunner or their respective
Affiliates or its or their respective Representatives pursuant to the Terms
and Conditions where the payment (or any part thereof) is chargeable to any
tax, a basis such that the amount so payable shall be increased so as to
ensure that after taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the loss,
damage, cost, charge, expense or liability against which the indemnity is
given on such amount (including on the increased amount)) there shall remain a
sum equal to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that each Joint Bookrunner and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that each Joint
Bookrunner is receiving a fee in connection with its role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any
Joint Bookrunner any money held in an account with such Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the rules and regulations of
the FCA made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Joint Bookrunner.
The rights and remedies of each Joint Bookrunner and the Company under the
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Joint
Bookrunner: (a) if they are an individual, their nationality; or (b) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
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 and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" means the acquisition by the Buyer and the Seller pursuant to the Acquisition
Agreement pursuant to which the Buyer has agreed to acquire the entire issued
share capital of Vodafone Spain;
"Acquisition Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Admission" means admission of the New Zegona Shares to the standard listing segment of
the Official List and to trading on the London Stock Exchange's main market
for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Assignment and Set-off Deed" means the assignment and set-off deed entered into between the Company and,
among others, Newco and the Seller on 31 October 2023;
"Bookbuild" means the bookbuilding process to be commenced by the Joint Bookrunners
immediately following release of this Announcement to use reasonable
endeavours to procure Placees for the Placing Shares, as described in this
Announcement and subject to the terms set out in the Placing Documents;
"Business Day" means any day, excluding a Saturday or Sunday, on which banks are generally
open for business in the City of London
"Buyback Agreement" means the buyback agreement entered into between the Company and Newco on 31
October 2023;
"Buyer" means Zegona Bidco, S.L.U.;
"Canaccord" means Canaccord Genuity Limited;
"Closing Date" means the day on which the transactions effected in connection with the
Placing will be settled;
"Company" or "Zegona" means Zegona Communications plc;
"Completion" means the completion of the Acquisition in accordance with the terms of the
Acquisition Agreement;
"Conditional Subscription" has the meaning given to it in the main body of this Announcement;
"Conditional Subscription and Relationship Agreement" means the conditional subscription agreement entered into between the Company
and Newco on 31 October 2023;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"Deutsche Numis" or "Global Co-ordinator" means Deutsche Bank AG, London Branch (which is trading for these purposes as
Deutsche Numis);
"Enlarged Group" means the Zegona Group, as at and from Completion, as enlarged by Vodafone
Spain;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018;
"Exchange Rate" means the pound sterling/Euro exchange rate as published by the Bank of
England (or as otherwise agreed) on the date immediately prior to the closing
of the bookbuild for the Placing or, if the Placing does not complete, such
rate on the date prior to Completion;
"FCA" means the UK Financial Conduct Authority;
"Financing" means (i) the up to €500 million term loan facility; (ii) the up to €3.7
billion corporate bridge facility; and (iii) the up to €500 million
revolving credit facility each available to the Zegona Group in connection
with the Acquisition, each as described in paragraph 7.1 of Part VIII of the
Preliminary Prospectus;
"Financing Documents" means the commitment letters and the associated fee letters entered into in
connection with the Financing, together with any long form agreements entered
into in connection therewith prior to Admission, and "Financing Document"
shall be construed accordingly;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"General Meeting" means the general meeting of Zegona Shareholders to be held on 16 November
2023 to pass the Resolutions;
"ING" means ING Bank N.V.;
"Investment Company Act" means the US Investment Company Act of 1940, as amended;
"Joint Bookrunners" means the Global Co-ordinator, Canaccord, ING and UniCredit;
"Listing Rules" means the rules and regulations made by the FCA under the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" has the meaning given to such term in the Placing Agreement;
"Newco" means EJLSHM Funding Limited;
"Newco Document" has the meaning given to it in Appendix 1 to this Announcement;
"Newco Preference Shares" means the preference shares of €0.000001 each in the capital of Newco,
having the rights set out in paragraph 7 of Part VIII of the Preliminary
Prospectus;
"New Zegona Shares" means the new Zegona Shares to be issued in connection with the Offer and the
PrimaryBid Offer;
"Offer" means the offer of New Zegona Shares pursuant to the Conditional Subscription
and the Placing;
"Offer Price" means 150 pence per New Zegona Share;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares is given;
"Placing" has the meaning given to it in the main body of this Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Documents" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing on a Regulatory Information Service;
"Placing Shares" means the New Zegona Shares to be subscribed for by the Placees under the
Placing;
"Preliminary Prospectus" has the meaning given to it in Appendix 1 to this Announcement;
"PrimaryBid Offer" means the offer of New Zegona Shares being made by the Company on the
PrimaryBid platform;
"Prospectus" has the meaning given to it in Appendix 1 to this Announcement;
"Prospectus Regulation Rules" means the rules and regulations made by the FCA under the FSMA;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act;
"QP" means a "qualified purchaser" as defined in Section 2(a)(51) of the Investment
Company Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2€ of
the EU Prospectus Regulation;
"Re-Admission" means re-admission, following Completion, of the entire issued share capital
of the Company to the standard listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed securities
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in Appendix 3 of the Listing Rules;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Resolutions" means the resolutions of the Zegona Shareholders to approve the allotment of
the New Zegona Shares, as set out in the notice of the General Meeting;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan, South Africa or any
jurisdiction in which the release, publication or distribution of this
Announcement is unlawful;
"Securities Act" means the US Securities Act of 1933, as amended;
"Seller" means Vodafone Europe B.V.;
"Settlement Bank" means Deutsche Numis;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Suspension" means suspension of the listing of the Zegona Shares to the standard listing
segment of the Official List and to trading on the London Stock Exchange's
main market for listed securities, effective from 22 September 2023
"Terms and Conditions" means the terms and conditions in Appendix 1 to this Announcement;
"Transaction" means the Acquisition, the Offer, the PrimaryBid Offer, the Financing,
Admission and Re-Admission and any part thereof;
"UK Market Abuse Regulation" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the EUWA;
"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part of UK domestic law by
virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"UniCredit" means UniCredit Bank AG, Milan Branch;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Investor Letter" means the letter in the form provided by the Joint Bookrunners;
"US Person" has the meaning given such term in Regulation S;
"Vodafone Group" means Vodafone Group Plc and its subsidiaries but excluding, from Completion,
Vodafone Spain;
"Vodafone Preference Share Subscription Agreement" means the subscription agreement dated 31 October 2023 between the Seller,
Newco and EJLSHM Holdings Limited pursuant to which the Seller has agreed to
subscribe for, and Newco has agreed to issue, conditional on Completion, the
Newco Preference Shares (including the rights attaching to the Newco
Preference Shares set out in schedule 1 thereto);
"Vodafone Spain" means Vodafone holdings Europe, S.L.U.;
"Zegona Group" means the Company and its subsidiary undertakings;
"Zegona Share" means an ordinary share of 1 penny each in the capital of the Company; and
"Zegona Shareholders" means holders of Zegona Shares.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom, and all references to "€" or
"Euro" are to the official currency of the European Union.
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 IOEBLBBTMTTMBLJRecent news on Zegona Communications
See all newsREG - Zegona Comms. - Zegona announces 2023 results
AnnouncementREG - Zegona Comms. - Director/PDMR Shareholding
AnnouncementREG - Zegona Comms. - Holding(s) in Company
AnnouncementREG - Zegona Comms. - Total Voting Rights
AnnouncementREG - Zegona Comms. - Holding(s) in Company
Announcement