REG - Zegona Comms. - €1.4bn Proceeds From PremiumFiber Completion

Zegona CommunicationsAnnouncement

04/12/2025 15:30

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RNS Number : 3367K  Zegona Communications PLC  04 December 2025

 

 4 December 2025  LEI: 213800ASI1VZL2ED4S65

Zegona Communications plc 1 

€1.4bn Proceeds From PremiumFiber Completion

Zegona is pleased to announce the completion of Vodafone Spain's 2  fibre
joint venture with MasOrange 3  and GIC 4  (#_edn4) (PremiumFiber).

PremiumFiber brings together the network assets of Vodafone and MasOrange to
create a 100% fibre-to-the-home ("FTTH") network covering over 12m premises
across Spain. It is one of the most advanced fibre infrastructures
in Europe. It has virtually all its FTTH network built and provides services
to nearly 5m Vodafone and MasOrange customers. PremiumFiber in combination
with FiberPass (Telefonica FiberCo) completes the transformation of Vodafone
Spain's fixed line strategy, delivering full FTTH services nationally.

The completion of the PremiumFiber transaction delivered upfront cash proceeds
of €1.4bn for Vodafone Spain. As recently communicated 5  (#_edn5) these
cash proceeds will be used to pay Zegona shareholders a special dividend
equivalent to £1.62 per ordinary share 6 . This special dividend will provide
EJLSHM Funding Limited with €975m to settle the Vodafone financing in
full 7  and a €440m pro rata payment for the other ordinary shareholders.
Settling the Vodafone financing will enable a 69% reduction in Zegona ordinary
shares 8  (#_edn8) and Zegona will then initiate a €200m share buyback
programme 9  (#_edn9) .

Subject to shareholder approval later this month 10  (#_edn10) , the payment
of this €1.4bn special dividend, the 69% reduction in Zegona ordinary shares
and the initiation of the €200m share buyback programme are expected in
January 2026.

 

 Investor enquiries:  Media enquiries:
 Alfonso Enríquez     Jaime De Andres            Tilly Abraham (Sodali & Co)
 info@zegona.com      jaime.andres@vodafone.com  zegona@info.sodali.com

 

 

About Zegona

Zegona is publicly listed on the Main Market of the LSE. It was established in
2015 with the objective of investing in businesses in the European
Telecommunications, Media and Technology sector and improving their
performance to deliver attractive shareholder returns. Zegona is led by
former Virgin Media executives Eamonn O'Hare and Robert Samuelson. In 2024,
Zegona completed the acquisition of Vodafone Spain.

About Vodafone Spain

Vodafone Spain is a national provider of fixed, mobile and TV services in
Spain, serving consumer, business and public administration customers. It was
acquired by Zegona in May 2024.

About MasOrange

MasOrange provides fixed, mobile and TV services for residential and business
customers across Spain and is the market leader by number of customers.
MasOrange was formed in 2024 through the combination of Orange Spain and
MasMovil and is owned 50% by Orange Group and 50% by Lorca JVco Ltd, which is
majority owned by Providence, Cinven and KKR.

About GIC

GIC is a leading global investment firm established in 1981 with the aim of
securing Singapore's financial future. As the manager of Singapore's foreign
reserves, GIC takes a long-term, disciplined approach to investing with an
asset allocation strategy that spans three asset groups - Equities, Fixed
Income, and Real Assets.

 

 1  Zegona

 2  Vodafone Holdings Europe, S.L.U. ("Vodafone Spain" or "Vodafone") retains
a stake of 17%

 3  MasOrange S.L ("MasOrange") retains a stake of 58%

 4  GIC Private Markets Pte Ltd ("GIC") invests in a stake of 25%

 5  Announced on the 27 November 2025 and titled €1.8bn Return and 69%
Reduction in Ordinary Shares

 6  Based on a EUR/GBP rate of 0.87. Actual GBP amount per share may change
with movements in the foreign exchange market and the exact payment date.

 7  The redemption of the €900m of preference shares in EJLSHM held by
Vodafone Consolidated Holdings Limited (part of Vodafone Group PLC), payment
of €75m accrued preferential dividends plus EJLSHM winding up expenses, to
ensure full repayment of the Vodafone financing. The final amount will vary
depending upon the exact payment date.

 8  Dependent upon shareholder approval at the general meeting to be convened
on 22 December 2025. Post repayment of the Vodafone financing, Zegona will
re-designate the Zegona ordinary shares held by EJLSHM as non-voting deferred
shares with negligible economic rights. This will reduce Zegona's ordinary
share count to 235,969,302 shares. The deferred shares will be bought back
for £1 in aggregate and cancelled.

 9  The buyback programme will be carried out in accordance with a buyback
agreement entered into with Canaccord Genuity Limited. This provides for
on-market purchases, up to a total aggregate consideration
of €200m (exclusive of expenses), to be carried out under the authorities
granted at Zegona's 2025 AGM and any renewals of those authorities. During
closed periods, Canaccord will be authorised to make on-market purchases
independently and without influence from Zegona.

The buyback programme will commence after Zegona completes the cancellation of
the 523m Zegona ordinary shares held by EJLSHM. It will continue whilst Zegona
has shareholder authority and remains under the €200m limit. If the
cancellation of the EJLSHM shares occurs before the completion of the
FiberPass transaction Zegona plans to fund the initial stages of the buyback
programme from current balance sheet resources.

 10  Following the announcement of Zegona's capital allocation proposal on the
27 November 2025, Zegona has convened a General Meeting ("GM") at 9.00 a.m. on
Monday 22 December 2025 to pass the resolution required to be able to
implement that policy. A Circular to Shareholders (the "Circular") containing
the Notice of GM was posted on 27 November 2025.

 

 

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