Publication of Relevant Fact

RNS Number : 0667J

Zegona Communications PLC

30 November 2018

 

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR TO ANY US PERSON, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.

This document is an advertisement and does not constitute a prospectus in connection with an offering of securities of the Company.  Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus to be published by the Company.  The subscription or purchase of ordinary shares of the Company is subject to specific legal or regulatory restrictions in certain jurisdictions.  Persons distributing this communication must satisfy themselves that it is lawful to do so.  The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

ZEGONA COMMUNICATIONS PLC

FURTHER INFORMATION ON ZEGONA'S TIMETABLE FOR the increase IN its investment in Euskaltel, S.A. ("Euskaltel")

London, England, 30 November 2018 - Zegona Communications PLC ("Zegona" or the "Company") announces that it has today announced a "relevant fact" in Spain which contains the following further information in relation to the partial tender offer for Euskaltel referred to in the Company's announcement of 19 October 2018

The regulatory approval process of the prospectus is still ongoing. Zegona now expects that the general meeting of Zegona's shareholders to approve the resolution required for the Placing will be held during the last week of December 2018, subject to completion of the approval process from the relevant regulatory authorities. The prospectus will be published at least seven days before the meeting date.

Zegona expects the transaction, subject to regulatory approval, will be completed around the first week of February 2019.

The Spanish version of the "relevant fact" and an English translation are available on Zegona's website.

The above dates are subject to change.  Zegona will announce any update to this tentative timetable through a Regulatory Information Service.

Enquiries

Tavistock (Public Relations adviser - UK)

Tel: [phone]

Jos Simson - [e-mail]

Lulu Bridges - [e-mail] 

Important Notice

This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions.  Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.  This document does not constitute or form a part of any offer to sell, or a solicitation of an offer to buy or subscribe for, securities in the United States.  The securities in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").  Securities may not be offered or sold within the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. All offers and sales of securities outside of the United Sates will be made in reliance on, and in compliance with, Regulation S under the Securities Act.  There is no intention to register the securities mentioned herein in the United States or to make a public offering of such securities in the United States.

This document is only addressed to and is only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2.1 of the Prospectus Directive as amended and to the extent implemented in the relevant member state (Directive 2003/71/EC) ("Qualified Persons").  In addition, in the United Kingdom, these materials are directed solely at Qualified Persons: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) who are persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may lawfully be communicated without any further action by the Company (all such persons in (i) to (iii) together being referred to as "relevant persons").  Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, Qualified Investors in member states of the EEA and, in the United Kingdom, to Qualified Investors who are also relevant persons.

Barclays Bank PLC and Oakley Advisory Limited

Barclays Bank PLC which conducts its UK investment banking activities through its Investment Bank and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority ("FCA") and the Prudential Regulation Authority, is appointed as the Company's global co-ordinator and underwriter only and is therefore acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Barclays or advice to any other person in relation to the matters contained herein.  Neither Barclays nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

Oakley Advisory Limited, which is authorised and regulated in the United Kingdom by the FCA, is appointed as the Company's financial advisor and co-bookrunner only and is therefore acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Oakley Advisory Limited or advice to any other person in relation to the matters contained herein.  Neither Oakley Advisory Limited nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

Company Website

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

The person responsible for arranging for the release of this announcement on behalf of Zegona is Dean Checkley, whose business address is 20 Buckingham Street, London, WC2N 6EF.

 

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