THIS ANNOUNCEMENT IS NOT DIRECTED AT
OR TO BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, PERSONS RESIDENT OR PHYSICALLY
LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF
AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD
(I) REQUIRE THE COMPANY TO COMPLY WITH ANY REGISTRATION OR
QUALIFICATION REQUIREMENT OR OTHER PROCEDURAL FORMALITY OR
REGULATORY REQUIREMENT THAT THE COMPANY REGARDS AS UNDULY ONEROUS
OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION
(THE "RESTRICTED
TERRITORIES").
12 July 2024
Zegona
Communications plc ("Zegona" or the "Company")
ZEGONA ANNOUNCES LONG-TERM,
PERMANENT FINANCING STRUCTURE
Further to the completion of the
acquisition of Vodafone Spain on 31 May 2024, Zegona announces the
planned refinancing of its acquisition financing with long-term financing placed
with Spanish and international institutional
investors.
·
The refinancing will be comprised of:
-
|
€1,300 million 6.750% Senior Secured
Notes due 2029 (the "Euro Notes")
|
-
|
$900 million 8.625% Senior Secured
Notes due 2029 (the "Dollar Notes" and, together with the Euro
Notes, the "Notes")
|
-
|
€920 million 5 year term loan
facility B ("Euro Facility B")
|
-
|
$400 million 5 year term loan
facility B ("Dollar Facility B" and, together with the Euro
Facility B, the "Facility B").
|
·
The proceeds from the Refinancing1 will
be used to repay the amounts outstanding under the financing that
was drawn in connection with the acquisition of Vodafone Spain.
Closing of the Refinancing is expected to occur on 17 July
2024.
·
As part of the refinancing process, the rating
agencies provided Zegona with strong credit ratings including
corporate and secured ratings from S&P at BB (Positive) and BB
respectively, Moody's at Ba3 (Positive) and Ba3, and Fitch at BB+
and BBB-.
Eamonn O'Hare, CEO of Zegona,
commented: "With Zegona's long-term financing now secured, we have
a capital structure that is fit-for-purpose and we can now focus on
the continued execution of our strategic plans to improve Vodafone
Spain, driving growth and creating value for all
stakeholders."
Note:
1. The Facility B and the Notes are referred to herein as the
"Refinancing".
Enquiries:
Tavistock (UK Public Relations adviser)
Lulu Bridges / Jos Simson /
Katie Hopkins
zegona@tavistock.co.uk
Tel: 020 7920 3150
|
LLYC (Spain Public Relations adviser)
Guillermo Segura
gsegura@llyc.global
|
IMPORTANT
INFORMATION
This announcement is an announcement
and not a circular or prospectus or equivalent document and
prospective investors in the Refinancing should not make any
investment decision on the basis of its contents.
Neither this announcement nor any
copy of it may be taken or transmitted directly or indirectly into
or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose
possession this announcement or other information referred to
herein falls should inform themselves about, and observe, any
restrictions in such laws or regulations.
Nothing in this announcement
constitutes an offer of securities for sale in any jurisdiction.
Neither this announcement nor any part of it constitutes or forms
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any of the Company's
securities in the United
States, Canada, Australia, Japan or the
Republic of South Africa or any other jurisdiction in which
the same would be unlawful. The securities of the Company may not
be offered or sold in the United States or for the account, or
benefit of, US persons absent registration under the US Securities
Act of 1933, as amended (the "US
Securities Act"), or an exemption therefrom. The securities
referred to herein have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States, and may not be
offered or sold, taken up, resold, transferred or delivered
in the United States or for the account, or benefit of, US
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and in accordance with any applicable securities laws of any
state or other jurisdiction of the United States. There has
not been and will be no public offer of the Notes in the
United States.
The Notes are not intended to be
offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or both) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended
(the "Insurance Distribution
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a "qualified investor" as defined in
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently,
no key information document required by Regulation (EU) No
1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the securities or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be
offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, any retail investor
in the UK. For these purposes, a retail investor means a person who
is one (or both) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law in the UK by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA"); (ii)
a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of UK MiFIR; or
(iii) not a "qualified investor" as defined in Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA
(the "UK Prospectus
Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the securities or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
This announcement has been issued by
and is the sole responsibility of the Company.
The contents of this announcement
are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor in the Notes should
consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
This announcement has been prepared
for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United
Kingdom.
Important note regarding
forward-looking statements
This announcement contains
forward-looking statements which are based on current expectations
and assumptions about future events. All statements other than
statements of historical fact included in this announcement,
including, without limitation, statements regarding Zegona's future
financial position, the Refinancing, including estimated
completion, the projected use of proceeds from the Refinancing,
repayment of the short-term acquisition
financing in connection with the
acquisition of Vodafone Spain and related transactions and any
statements related to the completion of the Refinancing stated
hereto may be forward-looking statements. Words or phrases such as
"aim," "anticipate," "believe," "continue," "can," "could,"
"estimate," "expect," "intend," "may," "might," "objective,"
"ongoing," "plan," "potential," "predict," "project," "target,"
"seek," "pursue," "shall," "should," "will" and "would," or similar
words or phrases, or, in each case, their negative or other
variations or comparable terminology or by the discussions of
strategies, plans, objectives, targets, goals, future events or
intentions, may identify forward-looking statements, but these are
not the exclusive means of identifying forward-looking statements
and the absence of these words and phrases does not necessarily
mean that a statement is not forward-looking. Forward-looking
statements are subject, among other things, to business, economic
and competitive uncertainties and contingencies, including actions
of third parties, which relate to factors that are beyond Zegona's
ability to control or estimate precisely and that could cause
actual results to differ materially from those expressed therein.
In view of the above, you are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this document. Zegona does not undertake any obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this
announcement.