THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE.
LEI: 213800ASI1VZL2ED4S65
15 October 2024
Zegona Communications plc
("Zegona")
Management Make Significant
Incremental Investment in Zegona
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The Zegona senior team
("Management") have increased their ownership in Zegona to
7.5%
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Under the Zegona Incentive Scheme,
Management Shares1 were exercisable from 14 October 2024
following a three-year period from the last exercise in October
2021. Management exercised these shares on 15 October
20242
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Zegona has created £1.5 billion of
shareholder value during this three-year period, with its market
capitalisation now in excess of £2.5 billion3
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Management requested to have the
substantial majority of value delivered in Zegona ordinary shares.
As a result, 554 million new Zegona ordinary shares will
be issued to Management. This will take their overall combined
ownership of Zegona to 7.5%5
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Management have committed to hold
all new Zegona ordinary shares for at least 2 years, which is at
least 5 years after the start of this Calculation
Period6
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Management's increased investment
reflects their strong belief in the business and their commitment
to delivering long term value for all stakeholders
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Exercising the Management Shares
will also lead to a payment to Management of £21.8 million. Taxes
due as a result of the exercise will be funded from this payment,
avoiding the need for Management to sell Zegona ordinary shares to
satisfy their tax liabilities6
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A new Calculation Period for the
remaining Management Shares commences on 15 October
20247
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Applications will be made to the FCA
for admission of the new Zegona ordinary shares to listing on the
transition listing category of the Official List and to the London
Stock Exchange for admission. It is expected that admission of the
new Zegona ordinary shares will become effective at 8.00 a.m. on 18
October 2024
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For
further information contact:
Lulu Bridges / Katie Hopkins /
Ruairi Millar
Tavistock
Tel: 020 7920 3150
Zegona@tavistock.co.uk
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. The Management Shares,
which are a key element of Zegona's Remuneration Policy, are A
Ordinary Shares of Zegona Limited, a subsidiary of Zegona, held by
certain members of Zegona's management team. All capitalised terms
are as defined in the Zegona Prospectus dated 13 November
2023
2. The Management Shares were
last exercised on 14 October 2021. The holders of the Management
Shares delivered a redemption notice on 15 October 2024 and on the
same date 99% of the 515,464 Management Shares outstanding were
redeemed or acquired by Zegona and then cancelled. As a result of
the exercise, the total number of Management Shares now held by
Management is 5,155
3. Value creation calculated
based on the increase in Zegona's Market Capitalisation between
October 2021 (following the exercise of the Management Shares on 14
October 2021) and 15 October 2024, net of additional shareholder
capital invested during this period
4. 55,060,495 Zegona
ordinary shares
5. The ownership figure of
7.5% includes Management's existing Zegona shareholdings and takes
account of the new Zegona ordinary shares to be issued
6. Management would not
be prohibited from selling shares if they incurred a tax liability
as a result of a change in tax rules, regulations or their expected
application
7. The rights attached to the
remaining Management Shares will automatically renew, subject to
shareholder approval at Zegona's 2025 AGM. Holders of Management
Shares can exercise between the third and fifth anniversary of the
start of the new Calculation Period, or earlier in certain
circumstances as described in the Prospectus. The Baseline value
for the new Calculation Period is equal to Zegona's Market
Capitalisation on 15 October 2024