LONG-TERM, PERMANENT FINANCING STRUCTURE

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:

·    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:

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.