REG - Zegona Comms. - Result of Meeting

Zegona CommunicationsAnnouncement

16/11/2023 12:15

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RNS Number : 7237T  Zegona Communications PLC  16 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

16 November 2023

RESULTS OF GEnERAL MEETING

OF

ZEGONA COMMUNICATIONS PLC ("The COmpany")

Results of General Meeting

On 31 October 2023, the board of the Company announced that it has entered
into a binding agreement with Vodafone Europe B.V. ("Vodafone") in relation to
the acquisition of 100% of Vodafone Europe, S.L.U. ("Vodafone Spain") for
€5.0 billion (the "Acquisition").

In connection with the Acquisition, approval of the Company's shareholders was
required for: (i) the allotment and issue of new shares in the Company to be
issued pursuant to the Conditional Subscription, the Placing and the Primary
Bid Offer; (ii) the waiver of rule 9 of the City Code on Takeovers and Mergers
required to implement the Conditional Subscription, (iii) the entry into and
performance of the Buyback Agreement; and (iv) the disapplication of
pre-emption rights in respect of the issue of new shares under Resolution 1
(together, the "Resolutions").

The board of the Company is pleased to announce that the General Meeting
convened in relation to the proposed Resolutions was held earlier today and
all Resolutions put to the meeting were duly passed by the requisite
majorities.

Capitalised terms in this announcement, unless otherwise defined, have the
meaning given to them in the circular in respect of the General Meeting posted
to shareholders on 31 October 2023.

Number of Shareholders voting and votes cast at General Meeting

Resolution 1

At the General Meeting, the ordinary resolution to authorise the allotment of
up to 938,666,667 new ordinary shares of £0.01 each, was duly passed on a
poll vote. The results are detailed as follows:

             Number of Shares voted  % of votes cast
 FOR*        4,569,316               100
 AGAINST     0                       0
 Total       4,569,316               100
 WITHHELD**  0                       n/a

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

Resolution 2

At the General Meeting, the ordinary resolution to approve the waiver of rule
9 of the City Code on Takeovers and Mergers required to implement the
Conditional Subscription was duly passed on a poll vote. The results are
detailed as follows:

             Number of Shares voted***  % of votes cast
 FOR*        2,976,293                  100
 AGAINST     0                          0
 Total       2,976,293                  100
 WITHHELD**  0                          n/a

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

*** Shareholders who are not Independent Shareholders were not entitled to
vote.

Resolution 3

At the General Meeting, the special resolution to authorise the entry into and
performance of the Buyback Agreement was duly passed on a poll vote. The
results are detailed as follows:

             Number of Shares voted  % of votes cast
 FOR*        4,569,316               100
 AGAINST     0                       0
 Total       4,569,316               100
 WITHHELD**  0                       n/a

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

Resolution 4

At the General Meeting, the special resolution to approve the allotment of New
Zegona Shares for cash pursuant to Resolution 1, was duly passed on a poll
vote. The results are detailed as follows:

             Number of Shares voted  % of votes cast
 FOR*        4,569,316               100
 AGAINST     0                       0
 Total       4,569,316               100
 WITHHELD**  0                       n/a

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

Admission of New Zegona Shares

Applications have been made to the FCA and to the London Stock Exchange for
the 697,976,986 New Zegona Shares to be admitted to the standard segment of
the Official List of the FCA and to trading on the London Stock Exchange's
Main Market for listed securities respectively ("Admission"). It is expected
that Admission will become effective at 8.00 a.m. on 17 November 2023.

Next Steps

The Acquisition remains subject to the satisfaction or (where capable of being
waived) waiver of the other Conditions to the Acquisition as set out in the
announcement dated 31 October 2023 entitled "General Meeting & Further
info re the Transaction", including satisfaction of regulatory conditions.

Publication of the Resolutions

A copy of the Resolutions will be submitted to the National Storage Mechanism
where it will be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

 Tavistock (UK Public Relations adviser)

 Lulu Bridges

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

 Tel:  +44 (0)20 7290 3150

 Jos Simson

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

 

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