Director/PDMR Shareholding
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
This Announcement has been prepared by, and is the sole responsibility of Eamonn O'Hare Chairman and CEO, Zegona Communications plc,
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