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
| ● | The Zegona senior team ("Management") have increased their ownership in Zegona to 7.5% |
| ● | 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 |
| ● | 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 |
| ● | 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 |
| ● | 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 |
| ● | Management's increased investment reflects their strong belief in the business and their commitment to delivering long term value for all stakeholders |
| ● | 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 |
| ● | A new Calculation Period for the remaining Management Shares commences on 15 October 20247 |
| ● | 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 |
For further information contact:
Lulu Bridges / Katie Hopkins / Ruairi Millar
Tavistock
Tel: 020 7920 3150
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
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