TIDMZEG
RNS Number : 4055P
Zegona Communications PLC
07 February 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, THE REPUBLIC OF
SOUTH AFRICA, THE EEA OR TO ANY PERSON LOCATED OR RESIDENT IN AN
EEA STATE OTHER THAN THE UK, BELGIUM, THE NETHERLANDS, ITALY,
IRELAND AND SPAIN, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
This announcement is an advertisement and does not constitute a
prospectus in connection with an offering of securities of Zegona
Communications plc ("Zegona" or 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 prospectus published by the Company on
15 January 2019 (the "Prospectus"), a copy of which is available
for inspection from the Company's website. 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
RESULTS OF GENERAL MEETING
The Company is pleased to announce that, at its General Meeting
of shareholders held today at 10:00 a.m., all resolutions put to
the meeting were duly passed on a show of hands.
Votes by proxy were validly received in respect of 119,758,180
ordinary shares, representing approximately 94.88% of the issued
ordinary shares. The proxy votes were cast as follows:
Resolution For % of votes Against % of votes Withheld
cast cast
1 119,755,608 100.00% 2,572 0.00% -
------------ ----------- -------- ----------- ---------
2 119,755,608 100.00% 2,572 0.00% -
------------ ----------- -------- ----------- ---------
A vote "Withheld" is not a vote in law and is not counted in the
votes "For" and "Against" a resolution.
A copy of the resolutions has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM.
This announcement should be read in conjunction with the full
text of the shareholder circular published by Zegona on 15 January
2019, which is available on the National Storage Mechanism at:
http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Tavistock (Public Relations Adviser)
Tel: +44 20 7920 3150
Jos Simson / Lulu Bridges
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 announcement is not for release, publication, distribution,
directly or indirectly, in or into the United States (including its
territories and possessions and any state or other jurisdiction of
the United States) or to any US person. This announcement does not
constitute or form a part of any offer to sell or solicitation to
purchase or subscribe for securities in the United States or in any
other jurisdictions. The securities referred to in this
announcement have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "US
Securities Act") or the securities laws of any state of the United
States or with any securities regulatory authority of any state or
other jurisdiction of the United States or any state securities
laws of the United States and may be offered and sold (a) in the
United States, and to US persons outside the United States, only to
persons who are both "qualified institutional buyers" (as defined
in Rule 144A under the US Securities Act) and "qualified
purchasers" (as defined in Section 2(a)(51) of the US Investment
Company Act of 1940, as amended (the "US Investment Company Act"),
in transactions exempted from, or not subject to, the registration
requirements of the US Securities Act, and (b) outside the United
States only to non-US persons in "offshore transactions" as defined
in, and in reliance on, Regulation S under the US Securities Act.
The Company has not intended and does not intend to make any public
offer of securities in the United States. No registration has been
or will be made under the US Investment Company Act.
Barclays Bank PLC and Oakley Advisory Limited
Barclays Bank PLC, acting through its Investment Bank
("Barclays") 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 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.
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
ROMCKODPBBKDQBK
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February 07, 2019 07:55 ET (12:55 GMT)
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