TIDMZEG
RNS Number : 8599Q
Zegona Communications PLC
24 June 2020
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OR CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN SPAIN) OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR
RELEASE WOULD BE UNLAWFUL.
ZEGONA COMMUNICATIONS PLC ("Zegona")
LEI: 213800ASI1VZL2ED4S65
24 JUNE 2020
ZEGONA ANNOUNCES NEW SHARE BUYBACK PROGRAMME
As previously highlighted, the value per Zegona share of its
stake in Euskaltel and net cash position is significantly higher
than Zegona's share price. On 23 June 2020, the differential
between Zegona's share price and the Underlying Asset Value per
Share(1) was 24.5%. The Board remains committed to take actions to
close this differential.
Zegona today announces a Buyback(2) programme of its Ordinary
Shares(3) for an aggregate purchase price of up to GBP10 million.
Zegona's Board has set a Buyback Policy(4) that allows shares to be
acquired at prices up to the Underlying Asset Value Per Share. The
Buyback is expected to increase the Underlying Asset Value Per
Share for shareholders who retain their holdings in Zegona.
The Buyback will commence with effect from today and share
repurchases may be undertaken until the earlier of 15 September
2020 or when Zegona has fully utilised the allocated GBP10
million(5) . The Buyback will be funded from existing capital
resources.
The Board will continue to review the progress made in closing
the differential between Zegona's share price and the Underlying
Asset Value Per Share.
This announcement contains inside information.
ENQUIRIES
Tavistock (Public Relations adviser)
Tel: +44 (0)20 7920 3150
Lulu Bridges - lulu.bridges@tavistock.co.uk
Jos Simson - jos.simson@tavistock.co.uk
IMPORTANT NOTICES
The sole purpose of the Buyback is to reduce the share capital
of Zegona.
Pursuant to, and during the term of the Buyback, Barclays(6)
may, when instructed by Zegona in accordance with the Buyback
Policy and certain other pre-agreed parameters, independently of
and without influence by Zegona, purchase Ordinary Shares on the
London Stock Exchange from time to time in its absolute discretion.
At other times, Zegona may instruct Barclays on a daily basis to
purchase Ordinary Shares in accordance with the Buyback Policy and
other parameters determined by Zegona within the scope of the
Buyback(7) . During closed periods, in accordance with certain
irrevocable instructions given to Barclays in advance of the closed
period, share purchases carried out by Barclays shall be made
independently of and without influence from Zegona. On each trading
day under the Buyback, a maximum of 25% of the average daily
trading volume of the Ordinary Shares during the 20 trading days
prior to such trading day may be purchased.
Due to the scale of the Buyback versus the level of trading in
Ordinary Shares, share repurchases on any trading day may represent
all or a significant proportion (over 25%) of the daily trading
volume in Ordinary Shares on the London Stock Exchange.
Accordingly, Zegona may not benefit from the exemption contained in
Article 5(1) of Regulation (EU) No 596/2014.
Subject to the Buyback Policy, the maximum price (exclusive of
fees and expenses) which may be paid for Ordinary Shares within the
Buyback shall be an amount equal to the lower of (i) 5% above the
average of the middle market closing quotations for such shares
taken from The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which the
purchase is made and (ii) the higher of the price of the last
independent trade of an Ordinary Share and the highest current
independent bid for an Ordinary Share as derived from the London
Stock Exchange. As at 7 a.m. on 24 June 2020, this would imply a
maximum price payable of 108 pence per Ordinary Share.
Any Ordinary Shares acquired as a result of the Buyback will be
cancelled. Zegona will announce any market repurchases of Ordinary
Shares by 7.30 a.m. on the business day following the day on which
the repurchase occurred. There can be no certainty that Barclays
will purchase any Ordinary Shares under the Buyback.
The information contained in this document is for background
purposes only and does not purport to be full or complete.
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 Ordinary Shares 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.
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: adverse developments in the market
conditions on the London Stock Exchange, adverse conditions
affecting material shareholders in Zegona, volatility in stock
market trading on the London Stock Exchange, Euskaltel's failure to
work with Zegona to improve the performance of the business,
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, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting only for Zegona in connection with the Buyback 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 Zegona, whether written, oral or in a
visual or electronic format.
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.
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 listed on the standard
listing segment of the Official List of the Financial Conduct
Authority and the Main Market for listed securities of the London
Stock Exchange and is led by former Virgin Media executives, Eamonn
O'Hare and Robert Samuelson.
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.
As at 23 June 2020, reflecting all TR-1 and other notifications
received to date, Zegona was aware of the following shareholders
holding more than 3 percent of the total voting rights of
Zegona:
Percentage of Issued Share Capital
Marwyn Asset Management 19.16%
Artemis Investment Management 13.69%
Fidelity Management & Research
(FMR) 9.97%
Canaccord Genuity Group Inc 9.69%
Fidelity Investments Limited
(FIL) 9.21%
Capital Research & Management
Company 8.28%
Aberforth Partners LLP 6.2%
Chelverton Asset Management 5.13%
About Euskaltel
Euskaltel S.A. ("Euskaltel") is the leading converged
telecommunications provider in the North of Spain, owning a network
covering nearly 2.5 million households and has recently expanded
nationally across Spain under the Virgin Telco brand. It provides
high speed broadband, data rich mobile, advanced TV and fixed
communications services to residential and business customers under
the Euskaltel, Virgin Telco, R Cable and Telecable brands.
Euskaltel is a public company traded on the stock markets of
Bilbao, Madrid, Barcelona and Valencia.
1 The "Underlying Asset Value per Share" is defined for any day
as the value in pounds sterling on the previous trading day of
Zegona's investment in Euskaltel (using the EUR/GBP FX rate on that
day) and net cash balance divided by the number of Zegona Ordinary
Shares in issue. As at 23 June 2020, the Underlying Asset Value per
Share was GBP1.32, which was 24.5% higher than Zegona's share price
at 23 June 2020
2 The "Buyback" is Zegona's on-market share buyback programme
announced today for an aggregate purchase
price of up to GBP10 million
3 Ordinary shares of GBP0.01 each in the capital of Zegona ("Ordinary Shares")
4 Zegona's "Buyback Policy" is that shares may be acquired at
prices up to the Underlying Asset Value per Share on the day of
purchase, subject also to normal market practice as regards buyback
pricing, as set out in Important Notices
5 The maximum number of Ordinary Shares which Zegona is
currently authorised to repurchase is 21,949,273 and therefore the
Buyback will not exceed this number of shares
6 Barclays Bank PLC, acting through its Investment Bank ("Barclays")
7 Purchases under the programme are to be made either (i) as
purchases made through auctions carried out on SETSqx; or (ii)
over-the-counter purchases, for which the resultant Company
purchases from Barclays are on-market for the purposes of the rules
of the London Stock Exchange
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
POSEAAKDAELEEAA
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