ESCC listing and eligibility for FTSE UK Indices

Zegona Communications PLC

28 October 2026

 

28 October 2026

LEI: 213800ASI1VZL2ED4S65

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR AN EXEMPTION DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN ZEGONA OR THE SOLICITATION OF ANY VOTES ATTACHING TO ANY SUCH SHARES OR SECURITIES, NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

Zegona Communications plc

Transfer to ESCC Listing and eligibility for FTSE UK Indices

Zegona Communications plc ("Zegona", and together with its subsidiaries, the "Group") announces that it is proposing to transfer the listing category of all of its ordinary shares of £0.01 each (the "Ordinary Shares") from the equity shares (transition) category of the Official List maintained by the Financial Conduct Authority (the "FCA") (the "Official List") to the equity shares (commercial companies) ("ESCC") category of the Official List, in accordance with UKLR 21.5R and UKLR TP 2 (the "Transfer").1

1. Background to and reasons for the Transfer

Zegona is publicly listed on the Main Market of the London Stock Exchange. It 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 was founded by former Virgin Media executives Eamonn O'Hare and Robert Samuelson. In 2024, Zegona completed the acquisition of Vodafone Spain. Zegona currently trades with an enterprise value of c.€8 billion and has returned €1.6 billion to shareholders since the acquisition of Vodafone Spain2.

As the new UK Listing Rules (the "UKLRs") create a new, simplified and more competitive listing regime in the UK, the Board has concluded that it would be in the best interests of Zegona and its shareholders as a whole to effect the Transfer3.

Zegona's board of directors (the "Board") believes that the Transfer will bring a number of benefits to Zegona and its shareholders. In particular, the Board believes the Transfer will:

• enable the Ordinary Shares to be considered for inclusion in the FTSE UK Index Series which is expected to improve passive investment flows and liquidity;
• support execution of the Group's overall strategy, through raising its visibility; and
• bring Zegona within the additional requirements applicable to companies in the ESCC category, including those relating to significant transactions and related party transactions.

Zegona has therefore made the required application to the FCA to approve the Transfer with effect from
8:00 a.m. on 25 November 2026. As at 27 October 2026, Zegona had 224,151,802 Ordinary Shares in issue.

2. Effect of the Transfer

Following the Transfer, certain additional provisions of the UKLRs (UKLR 4-10) will apply to Zegona.4 In particular, Zegona will be: required to appoint a sponsor or obtain a sponsor's guidance in certain circumstances; subject to certain additional eligibility requirements; required to comply with additional continuing obligations; required to make announcements with respect to certain transactions; subject to additional requirements with respect to related party transactions; subject to certain restrictions in respect of further issuances of shares and dealing in its own securities and treasury shares; and subject to additional content requirements with respect to any issued circulars.

3. New eligibility requirements

Zegona confirms that it will be able to meet the new eligibility requirements in UKLR 5.2, 5.3 and 5.4 which will apply to it on the Transfer. Zegona confirms that it is not an externally managed company, it does not have a controlling shareholder and it has in place a constitution that allows it to comply with the UKLRs.

4. FTSE eligibility and qualification

It is anticipated that, subject to the Transfer becoming effective and other conditions being met, Zegona will be eligible to be considered for inclusion into the FTSE UK Index Series, with the effective date for the rebalance on 22 March 2027.5

5. Corporate Governance

The Board will be required to continue to report against the provisions of the UK Corporate Governance Code following the Transfer.6

6. UK Takeover Code

As Zegona has its registered office in the UK and its Ordinary Shares are admitted to trading on the Main Market of the London Stock Exchange, Zegona is currently, and, following the Transfer will remain, subject to the UK Takeover Code.

7. Appointment of Sponsor

Zegona has appointed Barclays Bank PLC ("Barclays") to act as its FCA approved sponsor in relation to the Transfer. Barclays has given and has not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included in this announcement.

For further information, please contact:

For investor enquiries:
Alfonso Enríquez
[e-mail]
For media enquiries:
Jaime De Andres	Tilly Abraham (Sodali & Co)
[e-mail]	[e-mail]
Barclays Bank PLC (Sole Sponsor and Joint Corporate Broker)
Nicola Tennent David Prevezer
Thomas Upton [phone]

Notes

1 The provision of a minimum of 20 business days' notice (which period commenced by way of today's announcement) is required to effect the Transfer. No shareholder approval is required in connection with the Transfer. It is anticipated that the Transfer will take effect at 8:00 a.m. on 25 November 2026. The Transfer is conditional on the approval of the FCA.

2 Zegona completed the acquisition of Vodafone Spain for €5 billion. Enterprise value calculated from Zegona's last publicly reported net debt of €3.2 billion as at 30 June 2026 and its market capitalisation as at 27 October 2026 converted at an FX rate of 1.1766 €/£. Since the acquisition of Vodafone Spain, Zegona has returned €1.6 billion to shareholders through a special dividend of €1.4 billion paid to all Zegona ordinary shareholders on 7 January 2026 and a share buyback programme announced on 27 November 2025 and commenced in December 2025. On 24 September 2026 a second share buyback programme for an additional €200m commenced.

3 Zegona's Ordinary Shares were admitted to the standard listing segment of the Official List and to trading on the Main Market of the London Stock Exchange on 29 September 2015. The implementation of the new UKLRs on 29 July 2024 resulted in Zegona's listing being mapped to the equity shares (transition) category following the abolition of the previous standard listing category. Since that time, Zegona has been considering a transfer to the ESCC category and has been voluntarily adhering with many ESCC category standards of corporate governance.

4 These provisions are set out in UKLR 4 to 10 (inclusive) and relate to the following matters:

• the requirement for Zegona to appoint a sponsor or obtain a sponsor's guidance in certain circumstances (UKLR 4);
• the application to Zegona of certain eligibility requirements for admission to listing that are specific to companies admitted to the ESCC category (UKLR 5), as set out in more detail in paragraph 3;
• the requirement for Zegona to comply with various continuing obligations that are specific to companies admitted to the ESCC category, including requirements with respect to the content of Zegona's annual report and accounts (including a statement as to compliance with the UK Corporate Governance Code or an explanation of any non-compliance - it being noted that Zegona already includes disclosure along these lines in its annual report and accounts voluntarily) (UKLR 6);
• the requirement for Zegona to make announcements with respect to certain significant transactions, reverse takeovers, indemnities and similar arrangements and share issues by major subsidiaries, as well as the requirement to obtain shareholder approval for reverse takeovers (UKLR 7);
• the requirement for Zegona to make announcements with respect to certain related party transactions as well as obtaining a fair and reasonable confirmation from a sponsor in relation to the terms of certain related party transactions of a certain size (UKLR 8);
• certain restrictions on Zegona which are applicable to companies admitted to the ESCC category relating to further issuances of shares, dealing in own securities and treasury shares (UKLR 9); and
• certain requirements applicable to Zegona with respect to the content of circulars issued by Zegona to its shareholders (UKLR 10).

5 FTSE Russell meets on a quarterly basis to review the constituents of the FTSE UK Index Series, incorporating the FTSE 100, FTSE 250 and FTSE SmallCap indices. Zegona expects to be eligible for acceptance into the FTSE UK Index Series in March 2027. The March 2027 FTSE UK Index new issue cut-off date is 2 March 2027.

6 As noted above, the annual report and accounts of Zegona for the year ended 31 March 2026 describe how, throughout the financial year, Zegona voluntarily applied the principles of the current UK Corporate Governance Code.

IMPORTANT NOTICE:

The contents of this announcement have been prepared by and are the sole responsibility of Zegona. Zegona is not offering any Ordinary Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Zegona or securities in any other entity, in any jurisdiction, or the solicitation of any votes attaching to any securities, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

This announcement may include 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", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding Zegona's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. 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: conditions in the markets, market position, Zegona's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. 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 Zegona's regulatory obligations, including under the UKLRs, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and the Financial Services and Markets Act 2000 ("FSMA"), neither Zegona nor Barclays undertakes any obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of Zegona to comply with its regulatory obligations.

Barclays, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting for Zegona and for no one else in connection with the Transfer and will not be responsible to any person other than Zegona for providing the protections afforded to clients of Barclays, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, none of Barclays nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Zegona, or on behalf of Zegona, or Barclays, or on behalf of Barclays in connection with Zegona or the Transfer. Barclays and its subsidiaries, branches and affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility or liability to any person, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

 

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