TIDMZEG
RNS Number : 1683N
Zegona Communications PLC
15 January 2019
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
LEI: 213800ASI1VZL2ED4S65
15 January 2019
GENERAL MEETING AND PUBLICATION OF PROSPECTUS
Further to the announcement on 14 January 2019 announcing the
placing of 95,715,728 new ordinary shares in the capital of the
Company at 105 pence per share, Zegona announces that the following
documents have today been posted to Shareholders:
-- a Circular containing a Notice of General Meeting;
-- a Form of Proxy for the General Meeting; and
-- a copy of the Prospectus.
Zegona also confirms its Prospectus has been approved by the
Financial Conduct Authority
The above documents will be submitted to the UK Listing
Authority via the National Storage Mechanism and will shortly be
available to the public for inspection at
www.morningstar.co.uk/uk/NSM.
These documents will also be available on the Company's website
at www.zegona.com, subject to certain access restrictions.
Capitalised terms used and not defined in this announcement have
the meaning given to them in the Circular.
Enquiries
Tavistock (Public Relations adviser - UK)
Tel: +44 (0)20 7920 3150
Jos Simson - jos.simson@tavistock.co.uk
Lulu Bridges - lulu.bridges@tavistock.co.uk
Llorente y Cuenca (Public Relations adviser - Spain)
Tel: +34 (0) 91 563 7722
Jorge López-Zafra - jlopez@llorenteycuenca.com
IMPORTANT NOTICES
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.
Certain information in this announcement is based on management
estimates. By their nature, estimates may not be correct or
complete. Accordingly, no representation or warranty (express or
implied) is given that such estimates are correct or complete or
founded on reasonable grounds. No representation or warranty
(express or implied) is given that such estimates are founded on
reasonable grounds. Zegona does not undertake any obligation to
correct or complete any estimate whether as a result of being aware
of information (new or otherwise), future events or otherwise.
The information contained in this document is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this document or its accuracy, fairness or
completeness. All information in this announcement in respect of
Euskaltel and its group has been obtained from publicly available
information and has not been verified.
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 referred to 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: Euskaltel's failure to work with
Zegona to improve the performance of the business, a condition to
the Placing or Tender Offer not being satisfied, expected cost
savings not being realised, changing demands of consumers of
telecommunications services, the increasing adoption of
free-to-home and direct-to-home television services, changing
business or other telecommunications market conditions, and general
economic conditions. These and other factors could adversely affect
the outcome and financial effects of the plans and events described
in this announcement. Forward-looking statements contained in this
announcement based on past trends or activities should not be taken
as a representation that such trends or activities will continue in
the future. Subject to any requirement under the Listing Rules, the
Prospectus Rules, the Disclosure Guidance and Transparency Rules or
other applicable legislation or regulation, Zegona does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
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 Placing as referred to
in Appendix 1 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, each of
Barclays and Oakley has only procured investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBAMITMBBBBPL
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