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RNS Number : 9863S
Zegona Communications PLC
06 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD VIOLATE ANY APPLICABLE LAW
ZEGONA COMMUNICATIONS PLC
Zegona ANNOUNCES results of TENDER OFFER
London, England, 6 October 2017 - Zegona Communications PLC
("Zegona" or the "Company") announces the results of its return of
up to GBP140 million to shareholders by way of a tender offer (the
"Tender Offer") at a price of GBP2.00 per share
A total of 69,825,511 Zegona ordinary shares ("Shares") have
been tendered under the Tender Offer, representing 99.8 per cent.
of the Shares available for tender. The Company expects all of the
tendered shares to be acquired on 9 October 2017 at a price of
GBP2.00 per share, in accordance with the terms of the Tender
Offer. The aggregate cost of acquiring these shares will be
GBP139.7 million (excluding fees and expenses relating to the
Tender Offer).
Following the completion of the Tender Offer, the Company's
issued share capital will consist of 126,219,449 Shares.
Zegona expects to make payments for the Shares repurchased by 16
October 2017, and any Shares tendered in excess of each
Shareholder's entitlement will be returned shortly thereafter.
Enquiries
Tavistock (Public Relations adviser)
Tel: +44 (0)20 7920 3150
Jos Simson - jos.simson@tavistock.co.uk
Lulu Bridges - lulu.bridges@tavistock.co.uk
This announcement contains inside information. Capitalised terms
used and not defined in this announcement have the meaning given to
them in the Circular.
The Tender Offer was made to Non-US Shareholders and certain US
Shareholders on identical terms save that the Non-US Tender Offer
is being conducted by Liberum Capital Limited.
Liberum Capital Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively for Zegona
and for no one else in connection with the Non-US Tender Offer and
Liberum, its affiliates and its and their respective directors,
officers, employees and agents are not, and will not, be
responsible to anyone other than the Company for providing the
protections afforded to customers of Liberum nor for providing
advice in relation to the Non-US Tender Offer. For the avoidance of
doubt, none of Liberum, its affiliates and their respective
directors, officers, employees and agents will be responsible for
or liable in relation to the US Tender Offer, any other
transaction, arrangement or other matter referred to in this
announcement, or the Circular, other than the Non-US Tender
Offer.
Apart from the responsibility and liabilities, if any, which may
be imposed on Liberum by the Financial Services and Markets Act (as
amended), the Financial Services Act 2012, or the regulatory
regimes established thereunder, Liberum does not accept any
responsibility or liability whatsoever nor make any representation
or warranty, express or implied, concerning the contents of this
announcement or the Circular, including its accuracy, completeness
or verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Non-US Tender Offer, the Circular or this announcement. Each of
Liberum, its affiliates and their respective directors, officers,
employees and agents accordingly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement, the Circular or any such
statement.
About Zegona
Zegona was established with the objective of acquiring
businesses in the European Telecommunications, Media and Technology
("TMT") sector with a 'Buy-Fix-Sell' strategy to deliver attractive
shareholder returns. Zegona is listed on the London Stock
Exchange's Main Market and is led by former Virgin Media
executives, Eamonn O'Hare and Robert Samuelson.
Zegona acquired Telecable, the leading quad play cable
telecommunications operator in the Asturias region of Spain in
August 2015. The sale of Telecable to Euskaltel was completed on 26
July 2017.
Important Notice
This announcement has been issued by, and is the sole
responsibility of, the Company.
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.
The US Tender Offer is made solely by the Company. While the US
Tender Offer is being made available to US Shareholders, the right
to tender Shares is not being made available in any jurisdiction in
the United States in which the making of the US Tender Offer or the
right to tender Shares would not be in compliance with the laws of
such jurisdictions.
The US Tender Offer was made for the securities of a UK company
and is subject to UK disclosure requirements, which are different
from those of the United States. The settlement procedure with
respect to the US Tender Offer will be consistent with UK practice,
which differs from US domestic tender offer procedures in certain
material respects, particularly with regard to date of payment. US
Shareholders should note that the Shares are not listed on a US
securities exchange and the Company is not subject to the periodic
reporting requirements of the US Securities Exchange Act of 1934,
as amended, (the "Exchange Act") and is not required to, and does
not, file any reports with the US Securities and Exchange
Commission thereunder. The US Tender Offer is not subject to the
disclosure and other procedural requirements of Regulation 14D
under the Exchange Act. The US Tender Offer was made in accordance
with the requirements of Regulation 14E under the US Exchange Act
to the extent applicable. Accordingly, the US Tender Offer was
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The person responsible for arranging for the release of this
announcement on behalf of Zegona is Dean Checkley, Chief Financial
Officer, whose business address is 20 Buckingham Street, London,
WC2N 6EF.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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