TIDMZEG
RNS Number : 7237T
Zegona Communications PLC
16 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
16 November 2023
RESULTS OF GEnERAL MEETING
OF
ZEGONA COMMUNICATIONS PLC ("The COmpany")
Results of General Meeting
On 31 October 2023, the board of the Company announced that it
has entered into a binding agreement with Vodafone Europe B.V.
("Vodafone") in relation to the acquisition of 100% of Vodafone
Europe, S.L.U. ("Vodafone Spain") for EUR5.0 billion (the
"Acquisition").
In connection with the Acquisition, approval of the Company's
shareholders was required for: (i) the allotment and issue of new
shares in the Company to be issued pursuant to the Conditional
Subscription, the Placing and the Primary Bid Offer; (ii) the
waiver of rule 9 of the City Code on Takeovers and Mergers required
to implement the Conditional Subscription, (iii) the entry into and
performance of the Buyback Agreement; and (iv) the disapplication
of pre-emption rights in respect of the issue of new shares under
Resolution 1 (together, the "Resolutions").
The board of the Company is pleased to announce that the General
Meeting convened in relation to the proposed Resolutions was held
earlier today and all Resolutions put to the meeting were duly
passed by the requisite majorities.
Capitalised terms in this announcement, unless otherwise
defined, have the meaning given to them in the circular in respect
of the General Meeting posted to shareholders on 31 October
2023.
Number of Shareholders voting and votes cast at General
Meeting
Resolution 1
At the General Meeting, the ordinary resolution to authorise the
allotment of up to 938,666,667 new ordinary shares of GBP0.01 each,
was duly passed on a poll vote. The results are detailed as
follows:
Number of Shares voted % of votes cast
FOR* 4,569,316 100
----------------------- ----------------
AGAINST 0 0
----------------------- ----------------
Total 4,569,316 100
----------------------- ----------------
WITHHELD** 0 n/a
----------------------- ----------------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
Resolution 2
At the General Meeting, the ordinary resolution to approve the
waiver of rule 9 of the City Code on Takeovers and Mergers required
to implement the Conditional Subscription was duly passed on a poll
vote. The results are detailed as follows:
Number of Shares voted*** % of votes cast
FOR* 2,976,293 100
-------------------------- ----------------
AGAINST 0 0
-------------------------- ----------------
Total 2,976,293 100
-------------------------- ----------------
WITHHELD** 0 n/a
-------------------------- ----------------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
*** Shareholders who are not Independent Shareholders were not
entitled to vote.
Resolution 3
At the General Meeting, the special resolution to authorise the
entry into and performance of the Buyback Agreement was duly passed
on a poll vote. The results are detailed as follows:
Number of Shares voted % of votes cast
FOR* 4,569,316 100
----------------------- ----------------
AGAINST 0 0
----------------------- ----------------
Total 4,569,316 100
----------------------- ----------------
WITHHELD** 0 n/a
----------------------- ----------------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
Resolution 4
At the General Meeting, the special resolution to approve the
allotment of New Zegona Shares for cash pursuant to Resolution 1,
was duly passed on a poll vote. The results are detailed as
follows:
Number of Shares voted % of votes cast
FOR* 4,569,316 100
----------------------- ----------------
AGAINST 0 0
----------------------- ----------------
Total 4,569,316 100
----------------------- ----------------
WITHHELD** 0 n/a
----------------------- ----------------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
Admission of New Zegona Shares
Applications have been made to the FCA and to the London Stock
Exchange for the 697,976,986 New Zegona Shares to be admitted to
the standard segment of the Official List of the FCA and to trading
on the London Stock Exchange's Main Market for listed securities
respectively ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 17 November 2023.
Next Steps
The Acquisition remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the
Acquisition as set out in the announcement dated 31 October 2023
entitled "General Meeting & Further info re the Transaction",
including satisfaction of regulatory conditions.
Publication of the Resolutions
A copy of the Resolutions will be submitted to the National
Storage Mechanism where it will be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquirie s:
Tavistock (UK Public Relations
adviser)
Lulu Bridges
lulu.bridges@tavistock.co.uk
Tel: +44 (0)20 7290 3150
Jos Simson
jos.simson@tavistock.co.uk
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END
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November 16, 2023 07:13 ET (12:13 GMT)
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