Zegona Communications plc (Incorporated in England and Wales with registered number )

Transcription

1 THIS ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or what action you should take you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000, as amended ( FSMA ), who specialises in advising on the acquisition of shares and other securities, if you are in the United Kingdom, or any appropriately authorised person under applicable laws, if you are located in any other jurisdiction. This Document, which is an admission document prepared in accordance with the AIM Rules for Companies, has been issued in connection with the application for Admission. This Document does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA or the Prospectus Rules published by the Financial Conduct Authority ( FCA ) and accordingly contains no offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA, or otherwise, and is not a prospectus as defined in the AIM Rules for Companies. This Document does not constitute a prospectus for these purposes and has not been pre-approved by the United Kingdom Listing Authority pursuant to section 85 of FSMA. A copy of this Document has been filed with the London Stock Exchange as an admission document in respect of the Ordinary Shares of the Company but has not been filed with the Registrar of Companies. PROSPECTIVE INVESTORS SHOULD READ THE WHOLE TEXT OF THIS DOCUMENT AND SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS ARE ADVISED TO READ, IN PARTICULAR, PART I INFORMATION ON THE COMPANY AND THE PLACING AND THE RISK FACTORS SET OUT IN PART II OF THIS DOCUMENT. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document. Zegona Communications plc (Incorporated in England and Wales with registered number ) Placing of 24,978,325 new Ordinary Shares at a price of 1.20 per share and Admission of the enlarged share capital to trading on AIM Nominated Adviser and Joint Broker Cenkos Securities plc Joint Bookrunner and Joint Broker J.P. Morgan Cazenove Joint Bookrunner Oakley Capital Limited SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION AMOUNT NUMBER issued and fully paid Ordinary Shares with a par value of 0.01 each 250,000 25,000,000 Application has been made for the entire issued and to be issued share capital of the Company to be admitted to trading on AIM, a market operated by the London Stock Exchange. The Placing is conditional, inter alia, on Admission taking place by 8.00 a.m. on 19 March 2015 (or such later date as the Company, Cenkos Securities plc, J.P. Morgan Cazenove and Oakley Capital Limited may agree, being not later than 2 April 2015). The Placing Shares will, upon Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions declared paid or made in respect of the Ordinary Shares after Admission. It is emphasised that no application is being made for the Enlarged Share Capital to be admitted to the Official List of the UKLA or to any other

2 recognised investment exchange. It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on 19 March The Company (whose registered office appears on page 10 of this Document) and the Directors (whose names appear on page 10 of this Document) accept responsibility, both individually and collectively, for the information contained in this Document, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company, who have taken all reasonable care to ensure that such is the case, the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) BOTH QUALIFIED INSTITUTIONAL BUYERS ( QIBs ) AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT ), AS WELL AS QUALIFIED PURCHASERS ( QUALIFIED PURCHASERS ) WITHIN THE MEANING OF SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 AS AMENDED (THE U.S. INVESTMENT COMPANY ACT ), OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT ( REGULATION S ) WHO ARE NOT U.S. PERSONS AS DEFINED IN REGULATION S. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation is unlawful. In particular, this document is not for distribution in or into Canada, the Republic of South Africa, Australia or Japan. The Ordinary Shares have not been and will not be registered under any securities laws of any province or territory of Canada, the Republic of South Africa, Australia or Japan nor in any country, territory or possession where to offer them without doing so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in Canada, the Republic of South Africa, Australia or Japan or to, or for the account or benefit of, any person in, or any national, citizen or resident of Canada, the Republic of South Africa, Australia or Japan. The distribution of this document outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this document comes should inform themselves about and observe any restrictions as to the Placing, the Ordinary Shares or the distribution of this document. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE ORDINARY SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND UNDER CIRCUMSTANCES THAT WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT. THERE WILL BE NO PUBLIC OFFERING OF THE ORDINARY SHARES IN THE UNITED STATES. The Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC ), any state securities commission in the United States of America or any other United States of America regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States of America. Accordingly, the Ordinary Shares may be offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to U.S. persons only to persons who are both QIBs and Qualified Purchasers, in reliance on Rule 144A or another exemption from, or in a transaction that is not subject to, the registration requirements of the U.S. Securities Act. The Ordinary Shares are being offered outside the United States to non-u.s. persons in offshore transactions within the meaning of and in accordance with Regulation S. Investors are hereby notified that sellers of the Ordinary Shares may be relying on an exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. 2

3 In making any investment decision in respect of the Ordinary Shares, no information or representation should be relied upon other than as contained in this document. No person has been authorised to give any information or make any representation other than that contained in this document and, if given or made, such information or representation must not be relied upon as having been authorised. Neither the Company nor the Directors are providing prospective investors with any representations or warranties or any legal, financial, business, tax or other advice. Prospective investors should consult with their own advisers as needed to assist them in making their investment decision and to advise them whether they are legally permitted to purchase the Ordinary Shares. Neither the Company nor any person acting on its behalf accepts any responsibility or obligation to update, review or revise the information in this Document or to publish or distribute any information which comes to its attention after the date of this Document, and the distribution of this Document shall not constitute a representation by the Company or any such person that this Document will be updated, reviewed, revised or that any such information will be published or distributed after the date hereof. In addition, prospective investors should note that, except in respect of (1) an initial purchase of Ordinary Shares in the Placing or (2) a purchaser subscribing for new Ordinary Shares in the Company in connection with which the purchaser (a) obtains the written consent of the Company and (b) provides an ERISA certificate to the Company as to its status as a U.S. Plan Investor or Controlling Person, the Ordinary Shares may not be acquired by investors using assets of: (i) any employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA ); (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the U.S. Tax Code ); (iii) entities whose underlying assets are considered to include plan assets of any plan, account or arrangement described in preceding clause (i) or (ii) (each entity described in preceding clauses (i), (ii), or (iii) a Benefit Plan Investor ); (iv) a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Company or any Person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such Person (each, a Controlling Person ); or (v) any governmental plan, church plan, non-u.s. plan or other investor whose purchase or holding of Ordinary Shares would be subject to any state, local, non-u.s. or other laws or regulations similar to Title I of ERISA or section 4975 of the U.S. Tax Code or that would subject the Company to rules or regulations which would have the effect of the regulations issued by the U.S. Department of Labor set forth at 29 CFR section , as modified by section 3(42) of ERISA. For further details see Part IV Notices to Investors Certain ERISA Considerations. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Cenkos Securities plc which is a member of the London Stock Exchange and is authorised and regulated in the UK by the FCA, is acting as nominated adviser and joint broker to the Company in connection with the proposed Placing and Admission and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of Cenkos Securities plc or for advising any other person in respect of the proposed Placing and Admission. Cenkos Securities plc s responsibilities as the Company s nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock 3

4 Exchange and are not owed to the Company or to any Director or to any other person in respect of such person s decision to acquire shares in the Company in reliance on any part of this Document. J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove and which is authorised in the UK by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting as the Company s joint broker and joint bookrunner in connection with the proposed Placing and Admission and will not be acting for any other person, will not regard any other person (whether or not that person is a recipient of this Document) as a client in relation to the Placing or Admission, and will not be responsible to any person other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or for advising any other person in respect of the proposed Placing and Admission. Oakley Capital Limited, which is authorised and regulated in the UK by the FCA, is acting as the Company s joint bookrunner in connection with the proposed Placing and Admission and will not be acting for any other person or otherwise be responsible to any person other than the Company for providing the protections afforded to clients of Oakley Capital Limited or for advising any other person in respect of the proposed Placing and Admission. To the extent permitted by law and regulation, no undertaking, representation or warranty or other assurance, express or implied, is made or given by or on behalf of the Company, Cenkos Securities plc, J.P. Morgan Cazenove, Oakley Capital Limited or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this Document. None of the Company, Cenkos Securities plc, J.P. Morgan Cazenove, Oakley Capital Limited, their respective affiliates and advisers, agents and/or any other party undertakes or is under any duty to update this Document or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information. Save in the case of fraud, no responsibility or liability is accepted by any such person for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, however arising, directly or indirectly, from any use of, as a result of the reliance on, or otherwise in connection with, this Document. In addition, no duty of care or otherwise is owed by any such person to recipients of this Document or any other person in relation to this Document. In accordance with the AIM Rules for Nominated Advisers, Cenkos Securities plc has confirmed to the London Stock Exchange that it has satisfied itself that the Directors have received advice and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the AIM Rules for Companies and that, in its opinion and to the best of its knowledge and belief, all relevant requirements of the AIM Rules for Companies have been complied with. No liability whatsoever is accepted by Cenkos Securities plc for the accuracy of any information or opinions contained in this document or for the omissions of any material information, for which it is not responsible. This Document is exempt from the general restriction on the communication of invitations or inducements to enter into investment activity (within the meaning of section 21 of FSMA) and has therefore not been approved by an authorised person within the meaning of FSMA. This Document is only being communicated to and may only be issued or passed on in the UK to persons falling within Articles 19 (investment professionals) and 49 (high net worth companies etc) of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (SI. 2005/No. 1529) or other persons to whom it may otherwise lawfully be communicated to ( Relevant Persons ). The Company, Cenkos Securities plc, J.P. Morgan Cazenove and Oakley Capital Limited will only deal with Relevant Persons in relation to the investments to which this Document relates and those who are not Relevant Persons should not rely on it. Copies of this Document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of the Company, 20 Buckingham Street, London WC2N 6EF from the date of this Document and shall remain available for a period of one month from Admission. 4

5 IMPORTANT INFORMATION Investment in the Company carries risk. There can be no assurance that the Company s strategy will be achieved and investment results may vary substantially over time. Investment in the Company is not intended to be a complete investment programme for any investor. The price of the Ordinary Shares and any income from Ordinary Shares can go down as well as up and Shareholders may not realise the value of their initial investment. Prospective shareholders should carefully consider whether an investment in Ordinary Shares is suitable for them in light of their circumstances and financial resources and should be able and willing to withstand the loss of their entire investment (see further under Part II: Risk Factors ). Potential shareholders contemplating an investment in the Ordinary Shares should recognise that their market value can fluctuate and may not always reflect their underlying value. Returns achieved are reliant upon the performance of the Company. No assurance is given, express or implied, that Shareholders will receive back the amount of their investment in the Ordinary Shares. This document should be read in its entirety before making any investment in the Company. Forward-looking statements Certain statements contained herein are forward looking statements and are based on current expectations, estimates and projections about the potential returns of the Company and industry and markets in which the Company will operate, the Directors beliefs and assumptions made by the Directors. Words such as expects, should, intends, plans, believes, estimates, projects, may, targets, would, could and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, foreign exchange fluctuations, changes of strategic direction, minority shareholder action, failure of internal controls, availability of purchasers in due course, price and margin pressure, technology developments, systems, network failures, availability of suitable acquisition targets, interest rate levels, loss of key personnel, the result of legal and commercial due diligence, the availability of equity financing and/or debt financing on acceptable terms and changes in the legal or regulatory environment. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies. Market and financial information The data, statistics and information and other statements in this Document regarding the markets in which the Company is expected to operate, are based on the Company s records or are taken or derived from statistical data and information derived from the other sources described in this document. In relation to these sources, such information has been accurately reproduced from the published information and, so far as the Directors are aware and are able to ascertain from the information provided by the suppliers of these sources, no facts have been omitted which would render such information inaccurate or misleading. Various figures and percentages in tables in this Document have been rounded and accordingly may not total. Certain financial data has also been rounded. As a result of this rounding, the totals of data presented in this Document may vary slightly from the actual arithmetical totals of such data. All times referred to in this Document are, unless otherwise stated, references to London time. Currency Unless otherwise indicated, all references in this document to GBP,, pounds sterling, pounds, sterling, pence, or p, are to the lawful currency of the United Kingdom, all 5

6 references to Euros, euros or A are to the single currency of the Eurozone and all references to U.S. dollars, USD, U.S.$ or $ are to the lawful currency of the United States. Data Protection The information that a prospective investor provides in documents in relation to a purchase of Placing Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ( personal data ) will be held and processed by the Company (and any third party to whom it may delegate certain administrative functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory requirements of the UK. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes: * verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; * contacting the prospective investor with information about products and services, or its affiliates, which may be of interest to the prospective investor; * carrying out the business of the Group and the administering of interests in the Company; * meeting the legal, regulatory, reporting and/or financial obligations of the Group in England and Wales or elsewhere; and * disclosing personal data to other functionaries of, or advisers to, the Group to operate and/or administer the Group. Where appropriate it may be necessary for a member of the Group (or any third party, functionary or agent appointed by a member of the Group) to: * disclose personal data to third party service providers, agents or functionaries appointed by a member of the Group to provide services to prospective investors; and * transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors as the UK. If a member of the Group (or any third party, functionary or agent appointed by a member of the Group) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data are disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. Investment Considerations In making an investment decision, prospective investors must rely on their own examination of the Company, this Document and the terms of the Placing, including the merits and risks involved, and should inform themselves as to: * the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares; * any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and * the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely upon their own representatives, including their own legal and financial advisers and accountants, as to legal, tax, financial, investment or any other related matters concerning the Group and an investment therein. An investment in the Company should be regarded as a long-term investment. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles, which prospective investors should review. 6

7 No Incorporation of Website The contents of the Company s website (or any other website) do not form part of this Document. Definitions A list of defined terms used in this document is set out at pages 11 to 17. Governing Law Unless otherwise stated, statements made in this Document are based on the law and practice currently in force in England and Wales and are subject to the changes therein. 7

8 CONTENTS PAGE IMPORTANT INFORMATION... 5 KEY INFORMATION... 9 DIRECTORS, COMPANY SECRETARY AND ADVISERS DEFINITIONS AND ABBREVIATIONS PART I INFORMATION ON THE COMPANY AND THE PLACING PART II RISK FACTORS PART III ADDITIONAL INFORMATION PART IV NOTICE TO U.S. INVESTORS

9 KEY INFORMATION PLACING STATISTICS Existing Ordinary Shares 21,675 Number of Ordinary Shares issued pursuant to the Placing 24,978,325 Placing Price per Ordinary Share 1.20 Total number of Ordinary Shares in issue immediately following Admission 25,000,000 Percentage of Enlarged Share Capital represented by Placing Shares 99.91% Estimated gross proceeds of the Placing 29,973,990 Estimated net proceeds of the Placing 28,100,000 Estimated market capitalisation of the Company at Admission at the Placing Price 30,000,000 ISIN Code for Ordinary Shares GB00BVGBY890 SEDOL number BVGBY89 AIM symbol ZEG EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this Document 13 March 2015 Admission and dealings expected to commence in the Enlarged Share Capital on AIM 8.00 a.m. on 19 March 2015 CREST stock accounts credited in respect of Placing Shares in uncertificated form 19 March 2015 Share certificates in respect of Placing Shares despatched (where applicable) by 2 April 2015* * Or as soon as practicable thereafter. Each of the times and dates set out above and mentioned elsewhere in this document may be subject to change at the absolute discretion of the Company, Cenkos Securities plc, J.P. Morgan Cazenove and Oakley Capital Limited without further notice. If any of the above times and/or dates change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service. 9

10 DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Registered Office Company Secretary Eamonn O Hare Chairman and Chief Executive Officer Robert Samuelson Director and Chief Operating Officer Mark Brangstrup Watts Non-Executive Director Zegona Communications plc 20 Buckingham Street, London, WC2N 6EF Axio Capital Solutions Limited Axio House Robin Place St Helier Jersey, JE2 4LT Telephone Number +44 (0) Website Nominated Adviser and Joint Broker Joint Bookrunner and Joint Broker Joint Bookrunner Solicitors to the Company Solicitors to the Nominated Adviser, Joint Brokers and Joint Bookrunners Reporting Accountants and Auditors Registrars Principal bankers Public Relations Advisers Cenkos Securities plc Tokenhouse Yard London, EC2R 7AS J.P. Morgan Securities plc 25 Bank Street Canary Wharf London, E14 5JP Oakley Capital Limited 3 Cadogan Gate London, SW1X 0AS Milbank, Tweed, Hadley & McCloy LLP 10 Gresham Street London, EC2V 7JD Hogan Lovells International LLP Atlantic House Holborn Viaduct London, EC1A 2FG Deloitte LLP Athene Place 66 Shoe Lane London, EC4A 3BQ Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent, BR3 4TU HSBC Bank plc 8 Canada Square London, E14 5HQ Tavistock Communications Limited 131 Finsbury Pavement London, EC2A 1NT 10

11 DEFINITIONS AND ABBREVIATIONS The following definitions apply throughout this Document, unless the context requires otherwise: 25% Limitation has the meaning set out in paragraph 3.1 of Part IV of this Document; Act means the Companies Act 2006 as amended, modified or supplemented from time to time; Admission means the admission of the Enlarged Share Capital to trading on AIM and such Admission becoming effective in accordance with Rule 6 of the AIM Rules; AIM means the market of that name operated by the London Stock Exchange; AIM Rules means together the AIM Rules for Companies and the AIM Rules for Nominated Advisers; AIM Rules for Companies means the AIM Rules for Companies, together with the guidance notes set out in Part Two thereof, issued by the London Stock Exchange, as amended, modified or supplemented from time to time; AIM Rules for Nominated Advisers ARPU Articles Benefit Plan Investor Board Change of Control Calculation Date Cenkos or Nominated Adviser means the AIM Rules for Nominated Advisers issued by the London Stock Exchange, as amended, modified or supplemented from time to time; means in relation to Virgin Media Inc., the average monthly revenue per customer relationship, calculated on a quarterly basis by dividing total revenue generated from the provision of telephone, television and internet services to its customers who are directly connected to a network in that period together with revenue generated from its customers using its website, exclusive of VAT, by the average number of customers directly connected to its network in that period divided by three. The average number of customers is calculated by adding the number of customers at the start of the quarter and at the end of each month of the quarter and dividing by four; means the Company s articles of association as at Admission, a summary of which is set out in paragraph 6 of Part III of this Document; means any entity (i) that is an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (ii) that is a plan, individual retirement account or other arrangement that is subject to section 4975 of the U.S. Tax Code, or (iii) whose underlying assets are considered to include plan assets of any plan, account or arrangement described in the preceding (i) or (ii); means the date upon which the board of directors of the Company or the board of directors of IncentiveCo includes a majority of individuals to whose appointment holders of more than 50 per cent. of the Management Shares in issue at the date of appointment (including at least two members of Management each holding at least five per cent. of the Management Shares) have not consented; means the last date on which the Management Shares were Exercised or the right to Exercise Management Shares lapsed in relation to the relevant Measurement Period; means Cenkos Securities plc, a company incorporated in England and Wales with company number , authorised and regulated by the FCA and acting as nominated adviser and joint broker to the Company; 11

12 certificated or in certificated form Chairman Change of Control City Code Close Period Company or Zegona Control Controlling Person Core Investor Core Investor Shares CREST CREST Regulations Directors or Board Disclosure and Transparency Rules or DTR Document EEA means a share or security which is not in uncertificated form; means Eamonn O Hare, or the Chairman of the Board from time to time, as the context requires; means the acquisition of Control of the Company by any person or party (or by any group of persons or parties who are acting in concert); means The City Code on Takeovers and Mergers issued and administered by the UK Panel on Takeovers and Mergers, as amended, modified or supplemented from time to time; has the meaning as set out in the AIM Rules; means Zegona Communications plc, a public limited company incorporated in England and Wales with registration number ; means: (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Company; or (b) appoint or remove all, or the majority, of the Directors or other equivalent officers of the Company; or (c) give directions with respect to the operating and financial policies of the Company with which the Directors or other equivalent officers of the Company are obliged to comply; and/or (ii) the beneficial holding of more than 50 per cent. of the issued shares of the Company (excluding any issued shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital), but excluding in the case of each of (i) and (ii) above any such power or holding that arises as a result of the issue of Ordinary Shares by the Company in connection with an acquisition; means a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Company or any Person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such Person; means any entity controlled, managed or advised now or in the future by Marwyn Investment Management LLP, Marwyn Capital LLP or Marwyn Asset Management Limited; means B ordinary shares of p each in the capital of IncentiveCo; means the relevant system (as defined in CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear; means the UK Uncertificated Securities Regulations 2001 (as amended) including any modification or re-enactment thereof for the time being in force and such other regulations as are applicable to Euroclear and/or CREST; means the board of directors of the Company as at the date of this Document, whose names are set out on page 10; means the Disclosure and Transparency Rules published by the FCA from time to time in its capacity as the UKLA under Part VI of FSMA, as amended, and contained in the UKLA publication of the same name; means this admission document; means the European Economic Area; 12

13 EEA States Enlarged Share Capital Equity Interest means the member states of the European Union and the European Economic Area, each an EEA State ; means the issued share capital of the Company immediately following the Admission, comprising of the Existing Ordinary Shares and the Placing Shares; means a holding of Ordinary Shares, a contract for difference or other derivative which itself results in having a long position in Ordinary Shares; ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended; Euroclear Exercise Existing Ordinary Shares FCA First Acquisition Founder Directors or Executive Directors FSMA Growth in Value or Growth in Value of the Company Group HMRC IncentiveCo IncentiveCo Articles Initial Exercise Period Invested Capital means Euroclear Bank S.A./N.V.; means the process by which value is realised on Management Shares by a fixed proportion of them being redeemed, converted, or exchanged or acquired by the Company, and Exercised shall be construed accordingly; means the issued ordinary share capital of the Company as at the date of this Document, comprising 21,675 Ordinary Shares; means the Financial Conduct Authority of the United Kingdom or any successor body; means completion of the first acquisition of a trading business or the holding company of a trading business by a member of the Group; means Eamonn O Hare and Robert Samuelson; means the Financial Services and Markets Act 2000, as amended, modified or supplemented from time to time; means (i) on or prior to the first Calculation Date, the Company s growth calculated on the first Measurement Date by deducting the Shareholders aggregate Invested Capital from the sum of the Company s Market Capitalisation and the aggregate of all Shareholder Returns or (ii) after the first Calculation Date, the Company s growth during the period from the previous Calculation Date up to and including the relevant Measurement Date, calculated by deducting the Shareholders Invested Capital from the sum of the Company s Market Capitalisation at the relevant Measurement Date and Shareholder Returns for the relevant period; means the Company and IncentiveCo; means Her Majesty s Revenue and Customs; means Zegona Jersey Limited, a subsidiary of the Company, incorporated in Jersey with registered number , but resident in England and Wales; means the articles of association of IncentiveCo; means the period between the third and fifth anniversary of the First Acquisition; means on or prior to the first Calculation Date, the Parent Subscription Proceeds and, at all times thereafter, the Market Capitalisation of the Company on the previous Calculation Date (or, if higher, the Net Shareholder Invested Capital on that date); plus any Parent Subscription Proceeds from the previous Calculation Date to the next Measurement Date; 13

14 Investing Company means any AIM company which has as its primary business or objective the investing of its funds in securities, businesses or assets of any description; Investing Policy means the Company s investing policy referred to in paragraph 2 of Part I of this Document; IPTV means Internet Protocol television; IRS means the U.S. Internal Revenue Service; J.P. Morgan Cazenove means J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, who is acting as joint bookrunner and joint broker for the Company; Last Practicable Date 12 March 2015; London Stock Exchange means London Stock Exchange plc; Lower Tier PFIC has the meaning set out in paragraph of Part III of this Document; MAML means Marwyn Asset Management Limited; Management means the holders of the Management Shares from time to time; Management Shares means A ordinary shares of p each in the capital of IncentiveCo; Market Capitalisation means (i) on any date, the volume weighted average mid-market price of the Ordinary Shares for the previous 30 trading days multiplied by the number of Ordinary Shares in issue on such date or (ii) following a Takeover, the Takeover Consideration multiplied by the number of Ordinary Shares in issue on the Takeover or (iii) if IncentiveCo is wound up, the cash sum which remains to be distributed after all of IncentiveCo s liabilities (excluding any amounts due to Shareholders and the Management incentive arrangements) have been paid and its assets have been realised; Measurement Date means the relevant date upon which the Growth in Value is to be calculated; Measurement Period means the Initial Exercise Period and thereafter the period between the third and fifth anniversary of the previous Calculation Date; MIM LLP means Marwyn Investment Management LLP; MLTI means Marwyn Long Term Incentive LP, the holder of the Core Investor Shares; MVI LP means Marwyn Value Investors LP; Net Invested Capital means the sum of Invested Capital minus Parent Dividends and Parent Capital Returns, as they vary over time from the later of Admission or the previous Calculation Date to the Measurement Date; Net Proceeds means the net proceeds of the Placing, estimated at approximately 28,100,000; Net Shareholder Invested Capital Non-Permitted ERISA Holder Oakley Official List ordinary resolution means from the date of Admission the sum of Parent Subscription Proceeds minus Parent Dividends and Parent Capital Returns; has the meaning set out in paragraph 2.5 of Part IV of this Document; means Oakley Capital Corporate Finance (a divison of Oakley Capital Limited), who is acting as joint bookrunner for the Company; means the Official List of the UKLA; means a resolution of the Company in general meeting adopted by a simple majority of the votes cast by Shareholders at that meeting; 14

15 Ordinary Shares Parent Capital Return Parent Dividend Parent Subscription Proceeds PFIC Placee Placing Placing Price Placing Shares means ordinary shares of 0.01 each in the capital of the Company; means a return of share capital, share premium or other capital reserve made by the Company; means a dividend paid or other distribution made by the Company means the total ordinary share capital invested in the Company (including any Ordinary Shares issued for non-cash consideration at the value determined by the Board); has the meaning set out in paragraph of Part III of this Document; means a person subscribing for Placing Shares under the Placing at the Placing Price; means the conditional placing of the Placing Shares at the Placing Price together with 212,131 Ordinary Shares being subscribed for at the Placing Price directly with the Company; means 1.20 per Placing Share; means the 24,978,325 new Ordinary Shares to be issued by the Company pursuant to the Placing; Preferred Return means that at the relevant Measurement Date the Market Capitalisation represents a compound annual growth rate (as defined in the IncentiveCo Articles) of the Net Invested Capital as it varies over time equal to or greater than five per cent. per annum; Premium Listing means a premium listing under Chapter 6 of the Listing Rules; Prohibited Person means any person who by virtue of his holding or beneficial ownership of shares or warrants in the Company would or might in the opinion of the Directors: (i) give rise to an obligation on the Company to register as an investment company under the U.S. Investment Company Act; (ii) give rise to an obligation on the Company to register under the U.S. Exchange Act of 1934, as amended or result in the Company not being considered a foreign private issuer as such term is defined in Rule 3b-4(c) under the U.S. Exchange Act of 1934, as amended; or (iii) result in a Benefit Plan Investor holding shares in the Company; Prospectus Directive means Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state), and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/ 71/EC; Prospectus Rules means the prospectus rules of the UKLA made in accordance with section 73A of FSMA, as amended from time to time; QEF Election has the meaning set out in paragraph of Part III of this Document; QEFs has the meaning set out in paragraph of Part III of this Document; Qualified Institutional Buyer or QIB Qualified Purchaser Redeemable Preference Shares Registrar Regulation S has the meaning given to the term qualified institutional buyer in Rule 144A; has the meaning given to it in Section 2(a)(51) of the U.S. Investment Company Act; means the redeemable preference shares of 1 each in the capital of the Company; means Capita Registrars Limited; means Regulation S under the U.S. Securities Act; 15

16 Regulation S Transfer Rule 144A SEC Shareholder Shareholder Returns Significant Shareholder Similar Laws Special Resolution Standard Listing Takeover Takeover Consideration TMT UK or United Kingdom UKLA uncertificated or in uncertificated form has the meaning set out in paragraph 2.4(vii) of Part IV of this Document; means Rule 144A under the U.S. Securities Act; means the U.S. Securities and Exchange Commission; means a holder of Ordinary Shares; means on or prior to the first Calculation Date, all Parent Dividends and Parent Capital Returns from Admission and, at all times thereafter, all Parent Dividends and Parent Capital Returns from the previous Calculation Date; means a Shareholder who holds three per cent. or more of the Ordinary Shares, current details of whom are set out in paragraph 5 of Part III of this Document; means any state, local, non-u.s. or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the U.S. Tax Code or that would subject the Company to rules or regulations which would have the effect of the U.S. Plan Asset Regulations; means a resolution of the Company passed as a special resolution by a majority of 75 per cent. of the votes cast on that resolution, as provided by the Articles; means a standard listing under Chapter 14 of the Listing Rules; means (i) a takeover offer for the Company being declared wholly unconditional or (ii) a scheme of arrangement for the acquisition of the Company being declared wholly unconditional or (iii) completion of a sale of all or substantially all of the business and assets of the Group combined with a return of the net proceeds of such sale, after satisfying any other creditors of the Company, to the Shareholders; means (i) in respect of a takeover offer or a scheme of arrangement made for cash, the cash price which would be received per Ordinary Share or, if the consideration is otherwise than in cash, the anticipated market price of the non-cash consideration per Ordinary Share at the date of the Takeover (as determined by the Board) or (ii) in respect of a sale of all or substantially all of the business and assets of the Group, the total consideration received for such business or assets, after all of IncentiveCo s other liabilities have been paid (excluding any amounts due to Shareholders and the Management incentive arrangements); means telecommunications, media and technology; means the United Kingdom of Great Britain and Northern Ireland; means the United Kingdom Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA; means recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, entitlement to which, by virtue of the CREST Regulations, may be transferred by means of CREST; United States or U.S. has the meaning given to the term United States in Regulation S; U.S. Holder has the meaning set out in paragraph of Part III of this Document; U.S. Investment Company Act means the U.S. Investment Company Act of 1940, as amended, and related rules; U.S. Investor Letter means a letter in the agreed form duly completed by a U.S. person; U.S. person has the meaning given to the term U.S. person in Regulation S; 16

17 U.S. Plan Asset Regulations U.S. Plan Investor U.S. Securities Act U.S. Tax Code U.S. UK Treaty value VAT VDSL Winding Up means the regulations promulgated by the U.S. Department of Labor at 29 CFR , as modified by section 3(42) of ERISA; means any (i) Benefit Plan Investor, or (ii) any governmental plan, church plan, non-u.s. plan or other investor whose purchase or holding of Ordinary Shares would be subject to any Similar Laws; means the U.S. Securities Act of 1933, as amended; means the U.S. Internal Revenue Code of 1986, as amended; has the meaning set out in paragraph of Part III of this Document; means for the purposes of calculating the value of any Ordinary Shares as consideration, the volume weighted average mid-market price of the Ordinary Shares for the previous 30 trading days; means UK value added tax; means very-high-bit-rate digital subscriber line; and means the winding up of IncentiveCo. 17

18 PART I INFORMATION ON THE COMPANY AND THE PLACING 1. INTRODUCTION Zegona has been established with the objective of acquiring businesses in the European Telecommunications, Media and Technology ( TMT ) sector with a Buy-Fix-Sell strategy to deliver attractive shareholder returns. The Directors intention is for the Company to acquire one or more significant businesses in the European TMT sector, focusing on network-based communications and entertainment services (including broadband, fixed line, mobile, Pay TV and business communications services). It is intended that the Company will acquire controlling positions in strategically sound businesses that require active change to realise full value, creating long-term returns through fundamental business improvements. Targets will be specifically selected for visibility and achievability of returns and with pre-identified potential exit options. The European TMT market is large and fragmented, with well over 100 operators, of which over 60 fit the desired investment scale, and annual revenues of over A250 billion in The Directors believe that significant consolidation and convergence between fixed, mobile, communications and entertainment services will occur over the coming years, creating opportunities both to buy and sell assets. It is the Directors belief that a number of operators currently produce weak financial returns, with significant opportunity for driving improvement in business performance. The Zegona senior management team has demonstrated its ability to deliver fundamental business improvements and realise significant shareholder returns in this market, helping create $25 billion of shareholder value over the last 10 years. Management believes it can apply this experience within other European TMT assets to create material shareholder value. The Directors intend to take an active approach to investments made by the Company and to adhere to the following investment guidelines: * Sector: Network-based communications and entertainment service businesses (including broadband, fixed line, mobile, Pay TV and business communications services). * Geographic area: European-focused businesses, including both Western and Eastern Europe. Businesses headquartered in Europe with international operations will also be considered. * Focus: It is anticipated that investment will be concentrated, with the initial investment likely to be in a single, significant business or a limited number of related businesses, ensuring that the business improvement actions of Zegona are focused to drive change. Over time, Zegona may invest in a limited number of separate assets. Following the initial acquisition, further acquisitions in related areas will be considered, which may create a small portfolio of significant assets which are likely to be at different stages in the Buy Fix Sell strategic cycle. * Investment scale: Zegona expects its initial investment to be in a significant business or a limited number of related businesses, with an enterprise value likely to be in the range of 1 billion to 3 billion. The Company was incorporated in England and Wales on 19 January Until such time as the Company is no longer an Investing Company, any material variation to the Company s investment guidelines set out above will only be made following the approval by ordinary resolution of the Shareholders in a general meeting. It is intended that, if the Company has not been successful in making a significant acquisition within 18 months of Admission, the Directors will review the position and consider if it is appropriate to return unused funds to Shareholders and/or to wind-up the Company. If, instead, the Directors consider that it is appropriate to continue, the Company will seek Shareholder approval to continue with its strategy at subsequent annual general meetings in accordance with the AIM Rules for Companies. If no acquisition has been made within 42 months from Admission, or such approval is not granted by Shareholders at any such annual general meeting, the Company will be wound up and the proceeds of the Placing, less costs, returned to Shareholders. The principal purpose of this Document is to provide information on the Company s strategy and management and to give details of the Placing. The Placing is expected to raise approximately 30 million before expenses. It is intended that a proportion of these funds will be used to meet general working capital requirements and to undertake due diligence on potential target acquisitions in 18