Conditions to Acquisition Satisfied

Zegona Communications PLC

14 May 2024

 

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.

14 May 2024

Zegona Communications Plc ("Zegona")

Conditions to Acquisition Satisfied

Further to the announcement on 31 October 2023 in relation to Zegona's acquisition of 100% of Vodafone Holdings Europe, S.L.U. ("Vodafone Spain") for €5.0 billion (the "Acquisition"), Zegona is pleased to announce that it has received the approval of the Council of Ministers (Consejo de Ministros) of the Spanish Government in respect of foreign direct investment into Spain.  Accordingly, all of the conditions to the Acquisition have been satisfied. Completion of the Acquisition ("Completion") is therefore scheduled to take place on 31 May 2024, being the last day of the month in which the conditions were satisfied.

The Acquisition is classified as a reverse takeover under the Listing Rules of the FCA and therefore, Zegona has applied for the 704,149,410 Zegona Shares to be re-admitted to the standard listing segment of the FCA's Official List and to trading on the LSE's Main Market ("Re-admission"). Subject to the approval from each the FCA and LSE, Re-admission is expected to become effective, and dealings in the Zegona Shares are expected to commence, at 8.00 a.m. on 3 June 2024 (the trading day following Completion).

Enquiries:

Tavistock (UK Public Relations adviser) Lulu Bridges  [e-mail] Tel:  [phone] Jos Simson [e-mail]

LLYC (Spain Public Relations adviser) Guillermo Segura [e-mail]

IMPORTANT INFORMATION

This announcement is an announcement and not a circular or prospectus or equivalent document and prospective investors should not make any investment decision on the basis of its contents.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations.

Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Neither this announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any of the Company's securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. The securities of the Company may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The securities referred to herein have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, taken up, resold, transferred or delivered in 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 accordance with any applicable securities laws of any state or other jurisdiction of the United States. There has not been and will be no public offer of the Company's securities in the United States.

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.

This announcement has been issued by and is the sole responsibility 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.

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.

 

END