11 December 2024
Zegona Communications plc
("Zegona" or the "Company")
PDMR Announcement and TR-1
Forms
The Company
has been notified that Eamonn O'Hare (the Chairman and CEO of the
Company), has transferred his entire holding of 35,327,787 ordinary
shares of £0.01 each in the Company ("Ordinary Shares") to his
family investment company for estate planning purposes (the
"Transaction").
Following
the Transaction, Eamonn continues to have full control over his
entire shareholding, representing 4.65% of the Company's issued
share capital. The family investment company has executed an
equivalent lock-in agreement to that signed by Eamonn in
2021.
The
notification below, made in accordance with the requirements of the
Market Abuse Regulation, provides further details of the
Transaction.
This
announcement also contains the TR-1 forms received by the Company
in respect of Eamonn O'Hare and O'Hare&Co Limited.
|
a)
|
Name
|
Eamonn
O'Hare
|
|
2.
|
Reason for
the Notification
|
|
a)
|
Position/status
|
Chairman
and CEO
|
|
b)
|
Initial
notification/ Amendment
|
Initial
|
|
3.
|
Details of
the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Zegona
Communications plc
|
|
b)
|
LEI
|
213800ASI1VZL2ED4S65
|
|
4.
|
Details of
the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv)each place where transactions have been conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
|
Ordinary
shares of 1 pence each
|
|
Identification code
|
ZEG
|
|
b)
|
Nature of
the transaction
|
Transfer of
shares to family investment company for
estate planning purposes
|
|
c)
|
Price(s)
and volume(s)
|
Price
|
Volume
|
|
£3.36
|
35,327,787
|
|
d)
|
Aggregated
information
Aggregated
volume
|
Aggregate
Price
|
Aggregate
Volume
|
Aggregate
total
|
|
£3.36
|
35,327,787
|
£118,701,364
|
|
e)
|
Date of the
transaction
|
10 December
2024
|
|
f)
|
Place of
the transaction
|
Outside of
a trading venue
|
|
|
|
|
|
| |
|
a)
|
Name
|
O'Hare&Co Limited
|
|
2.
|
Reason for
the Notification
|
|
a)
|
Position/status
|
Person
closely associated with Eamonn O'Hare, Chairman and CEO of the
Company
|
|
b)
|
Initial
notification/ Amendment
|
Initial
|
|
3.
|
Details of
the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Zegona
Communications plc
|
|
b)
|
LEI
|
213800ASI1VZL2ED4S65
|
|
4.
|
Details of
the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv)each place where transactions have been conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
|
Ordinary
shares of 1 pence each
|
|
Identification code
|
ZEG
|
|
b)
|
Nature of
the transaction
|
Transfer of
shares from Eamonn O'Hare for estate
planning purposes
|
|
c)
|
Price(s)
and volume(s)
|
Price
|
Volume
|
|
£3.36
|
35,327,787
|
|
d)
|
Aggregated
information
Aggregated
volume
|
Aggregate
Price
|
Aggregate
Volume
|
Aggregate
total
|
|
£3.36
|
35,327,787
|
£118,701,364
|
|
e)
|
Date of the
transaction
|
10 December
2024
|
|
f)
|
Place of
the transaction
|
Outside of
a trading venue
|
|
|
|
|
|
| |
TR-1:
Standard form for notification of major holdings
1.
Issuer Details
ISIN
GB00BVGBY890
Issuer Name
ZEGONA COMMUNICATIONS PLC
UK
or Non-UK Issuer
UK
2.
Reason for Notification
An acquisition or disposal of voting
rights
3.
Details of person subject to the notification
obligation
Name
Eamonn O'Hare
City
of registered office (if applicable)
N/A
Country of registered office (if applicable)
N/A
4.
Details of the shareholder
|
Name
|
City
of registered office
|
Country of registered office
|
|
Eamonn O'Hare
|
|
|
5.
Date on which the threshold was crossed or
reached
11-December-2024
6.
Date on which Issuer notified
11-December-2024
7.
Total positions of person(s) subject to the notification
obligation
|
|
% of
voting rights attached to shares (total of 8.A)
|
% of
voting rights through financial instruments (total of 8.B 1 + 8.B
2)
|
Total of both in % (8.A + 8.B)
|
Total number of voting rights held in issuer
|
|
Resulting situation on the date on
which threshold was crossed or reached
|
0.00%
|
0.00%
|
0.00%
|
-
|
|
Position of previous notification
(if applicable)
|
4.65%
|
0.00
|
4.65%
|
35,327,787
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A.
Voting rights attached to shares
|
Class/Type of shares ISIN code(if possible)
|
Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of
direct voting rights (DTR5.1)
|
% of
indirect voting rights (DTR5.2.1)
|
|
GB00BVGBY890
|
-
|
-
|
-
|
-
|
|
Sub Total 8.A
|
-
|
-
|
8B1.
Financial Instruments according to (DTR5.3.1R.(1)
(a))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument
is exercised/converted
|
% of
voting rights
|
|
|
|
|
|
|
|
Sub Total 8.B1
|
|
|
|
8B2.
Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Physical or cash settlement
|
Number of voting rights
|
% of
voting rights
|
|
|
|
|
|
|
|
|
Sub Total 8.B2
|
|
|
|
9.
Information in relation to the person subject to the notification
obligation
|
Ultimate controlling person
|
Name
of controlled undertaking
|
% of
voting rights if it equals or is higher than the notifiable
threshold
|
% of
voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
|
|
|
|
|
10.
In case of proxy voting
Name
of the proxy holder
The
number and % of voting rights held
The
date until which the voting rights will be held
11.
Additional Information
12.
Date of Completion
11-December-2024
13.
Place Of Completion
Guildford, United Kingdom
TR-1:
Standard form for notification of major holdings
1.
Issuer Details
ISIN
GB00BVGBY890
Issuer Name
ZEGONA COMMUNICATIONS PLC
UK
or Non-UK Issuer
UK
2.
Reason for Notification
An acquisition or disposal of voting
rights
3.
Details of person subject to the notification
obligation
Name
O'Hare&Co Limited
City
of registered office (if applicable)
Guildford
Country of registered office (if applicable)
England
4.
Details of the shareholder
|
Name
|
City
of registered office
|
Country of registered office
|
|
O'Hare&Co Limited
|
Guildford
|
England
|
5.
Date on which the threshold was crossed or
reached
11-December-2024
6.
Date on which Issuer notified
11-December-2024
7.
Total positions of person(s) subject to the notification
obligation
|
|
% of
voting rights attached to shares (total of 8.A)
|
% of
voting rights through financial instruments (total of 8.B 1 + 8.B
2)
|
Total of both in % (8.A + 8.B)
|
Total number of voting rights held in issuer
|
|
Resulting situation on the date on
which threshold was crossed or reached
|
4.65%
|
0.00
|
4.65%
|
35,327,787
|
|
Position of previous notification
(if applicable)
|
|
|
|
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A.
Voting rights attached to shares
|
Class/Type of shares ISIN code(if possible)
|
Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of
direct voting rights (DTR5.1)
|
% of
indirect voting rights (DTR5.2.1)
|
|
GB00BVGBY890
|
35,327,787
|
-
|
4.65%
|
-
|
|
Sub Total 8.A
|
35,327,787
|
4.65%
|
8B1.
Financial Instruments according to (DTR5.3.1R.(1)
(a))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument
is exercised/converted
|
% of
voting rights
|
|
|
|
|
|
|
|
Sub Total 8.B1
|
|
|
|
8B2.
Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Physical or cash settlement
|
Number of voting rights
|
% of
voting rights
|
|
|
|
|
|
|
|
|
Sub Total 8.B2
|
|
|
|
9.
Information in relation to the person subject to the notification
obligation
O'Hare&Co Limited is controlled
by Eamonn O'Hare, the Chairman and CEO of Zegona Communications
plc.
|
Ultimate controlling person
|
Name
of controlled undertaking
|
% of
voting rights if it equals or is higher than the notifiable
threshold
|
% of
voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
Eamonn O'Hare
|
O'Hare&Co Limited
|
|
|
|
10.
In case of proxy voting
Name
of the proxy holder
The
number and % of voting rights held
The
date until which the voting rights will be held
11.
Additional Information
12.
Date of Completion
10-December-2024
13.
Place Of Completion
Guildford, United Kingdom
Enquiries:
Lulu Bridges / Katie Hopkins
/ Ruairi Millar
Tavistock
Tel: 020 7920
3150
Zegona@tavistock.co.uk
This
Announcement has been prepared by, and is the sole responsibility
of Eamonn O'Hare Chairman and CEO, Zegona Communications
plc,