REG - Zegona Comms. - EU Clears FiberPass Transaction

Zegona CommunicationsAnnouncement

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RNS Number : 3159T  Zegona Communications PLC  17 February 2026

 17 February 2026  LEI: 213800ASI1VZL2ED4S65

 

Zegona Communications plc

EU Clears FiberPass Transaction

Zegona is pleased to announce that on 13 February 2026 the EU Commission
confirmed that the acquisition by AXA(1) of a 40% stake in FiberPass(2)
announced on 24(th) November 2025, is not subject to notification requirements
under the merger regulation and can proceed to completion. Completion is
expected to take place before the end of March 2026.

In March 2025 FiberPass started operations, with an ownership split of 63%
Telefónica and 37% Vodafone Spain. FiberPass covers 3.7 million premises
across Spain and provides the highest quality fibre-to-the-home ("FTTH")
services for 1.4 million Vodafone Spain and Telefónica customers. Vodafone
Spain will use FiberPass to provide services to its existing and future retail
and wholesale customers within the FiberPass footprint.

Vodafone Spain will generate up front proceeds of €0.4bn from this
transaction. The ownership of FiberPass after the AXA investment will be 55%
Telefónica, 40% AXA and 5% Vodafone Spain.

€0.2bn of the proceeds will be used to fund the share buyback programme
announced on 27 November 2025.

The remaining €0.2bn will be used for debt reduction and puts the business
in a good position to deliver net debt of only €3.2bn by the end of our
financial year, March 2026. This reinforces Zegona's commitment to its
leverage target of 1.5X - 2X and further accelerates progress in reducing
total annual interest costs(3).

Eamonn O'Hare, Chairman and CEO of Zegona, commented, "The AXA investment
completes our transformation of Vodafone Spain's fixed network strategy. The
combination of FiberPass and PremiumFiber will give guaranteed access to a
future-proof, all fibre, national network with attractive economic terms.
This transaction will also deliver significant proceeds which will help drive
returns to Zegona shareholders through our share buyback programme, a step
change in net debt reduction and an acceleration in reducing total annual
interest costs."

 

 

For further information, please contact:

 

   For investor enquiries:   For 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 2024.

About Telefónica

Telefónica is one of the world's leading telecommunications service
providers. The company offers fixed and mobile connectivity as well as a wide
range of digital services for residential and business customers. With over
350 million customers, Telefónica operates in Europe and Latin America.
Telefónica is listed on the Spanish stock market, New York and Lima.

Notes

1.     AXA means BNPP AM Alts, part of the BNP Paribas Group since 1st
July 2025

2.     FiberPass is Compañía Mayorista de Fibra, S.L., the fibre joint
venture between Vodafone Spain, Telefonica and BNPP AM Alts

3.     Applying current market debt yields to the reduced net debt balance
demonstrates the potential to drive annual interest costs well below €200m

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