REG - Zegona Comms. - Zegona announces successful €725m debt refinancing

Zegona CommunicationsAnnouncement

Thu 07:01

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RNS Number : 2891T  Zegona Communications PLC  31 July 2025

Zegona announces successful €725m debt refinancing

 

Zegona Communications PLC

31 July 2025

 

Zegona announces successful €725m debt refinancing

Strong operating performance supports another successful debt refinancing and
a further reduction in annual interest cost

 

Zegona Communications plc (LSE: ZEG) ("Zegona") is pleased to announce that it
has signed a €725m debt refinancing package.

-     €575m Term Loan B add-on priced at a margin of 3.00% (expected to
step-down to 2.75% via margin ratchet(1)) and a €150m fungible tap issuance
of EUR senior notes at a yield of 4.3%(2).

-     This new debt will be used to repay the existing €500m Term Loan A
which was originally issued at a margin of 4.25% and €215m of the existing
EUR and USD senior notes that were issued at a yield of 6.75% and
8.625%(3) respectively.

-     In addition, this refinancing eliminates amortisation from our debt
structure and moves us to a new "covenant lite" capital structure.

-     Following the Term Loan B repricing earlier this year, this new debt
package further reduces Zegona's annual interest expense.

This transaction demonstrates the strength of Zegona's execution since the
acquisition of Vodafone Spain. Our strategy has earned credit investor support
driving lower interest costs and incremental free cash flow growth.

 

For further information, please contact:

 Media Enquiries
 Jane Glover

 Tel: +44 (0)7713 246 126
 zegona@info.sodali.com (mailto:zegona@info.sodali.com)

About Zegona

Zegona 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. On 31 May
2024, Zegona completed the 100% acquisition of Vodafone Spain for €5.0
billion.

 

Notes:

1 Please note the margins are the credit spread above EURIBOR rates. We expect
the TLB margin across the entire €1,865m pro forma TLB will be changed to
2.75% through the leverage based margin ratchet

2 Yield to worst of the tap issuance of 6.75% EUR senior notes at an issue
price of 105.5% (above par) pursuant to a private placement

‎3 USD senior notes are hedged to Euros. EUR swapped coupon on the USD
Senior Notes is 7.38%. Senior notes redemption at a redemption price of 103%
as per the optional redemption provisions. 10% of the existing USD senior
notes will be redeemed and 10% of the existing EUR senior notes will be
redeemed

 

DISCLAIMER

The notes will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws.
Accordingly, the notes will be offered only to non-U.S. persons outside the
United States in reliance on Regulation S under the Securities Act. Unless so
registered, the notes may not be offered or sold in the United States or for
the account or benefit of U.S. persons except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state
securities laws.

The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive 2016/97/EU (as amended), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the
notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPS Regulation. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129, as amended.

The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the FSMA and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.

 

 

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