Sch 1 - Zegona Communications Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Zegona Communications plc ("Zegona" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

20 Buckingham Street

London

WC2N 6EF

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.zegona.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Zegona (the "Company") is incorporated in the United Kingdom and was established with the objective to execute a 'Buy-Fix-Sell' strategy in the European TMT sector, focusing on network-based communications and entertainment acquisition opportunities. The Company raised £30m on its admission to AIM on 5 March 2015 with the intention of creating a concentrated portfolio of sizeable TMT assets.

The Company has entered into a conditional share and purchase agreement to acquire (through a wholly owned subsidiary) Telecable Capital Holdings ("Telecable") and the minority interests in its subsidiary Telecable de Asturias, S.A., for an enterprise value of approximately €640m funded through a placing with certain institutional investors to raise up to £251m, the issue of shares in the Company to certain management shareholders of Telecable €8m, debt repayment of approximately €271m.

The transaction constitutes a reverse takeover for the purpose of Rule 14 of the AIM Rules for Companies. Telecable is the leading 'quad-play' telecommunications operator in the Asturias region of northern Spain, with more than 164,000 customers as of 31 December 2014, offering television, broadband internet, mobile telecommunications and fixed-line telecommunications services to residential and business customers.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 Enlarged share capital - 196,044,960 ordinary shares of £0.01 each comprising

- 25,000,000 existing ordinary shares;

- 167,326,724 ordinary shares to be issued at £1.50 in the Placing; and

 3,718,236 ordinary shares issued as vendor consideration at a price of £1.50 per share

No shares will be held as treasury shares.

There are no restrictions on the transfer of securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Approximately £251 million is to be raised upon admission of the placing shares to fund the acquisition consideration.

The market capitalisation of the Company on re Admission (after including the shares to be issued to certain Telecable management shareholders shortly after Admission as consideration for the acquisition of their shares in Telecable de Asturias, S.A.) is expected to be approximately equal to £294m.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Expected to be approximately 37%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

The Company does not currently have, nor has it applied to have, its shares admitted to trading on any trading platform other than AIM.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Eamonn O'Hare - Chairman and Chief Executive Officer

Robert Samuelson - Director and Chief Operating Officer

Mark Brangstrup Watts - Non-Executive Director

Murray John Scott - Independent Non Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Prior to Admission

Marwyn Value Investors 40.0%

Woodford Asset Management 10.8%

Fidelity Investments Limited 10.0%

Hargreave Hale 6.7%

Wellington Asset Management 5.6%

Standard Life Investments 4.0%

Smith & Williamson Investment Management 3.3%

After Admission

Marwyn Value Investor Investors 23.8%

Fidelity Investments Limited 10.0%

Wellington Management Company LLP 8.9%

Invesco Asset Management Limited 8.8%

Capital Research & Management Company 7.8%

AXA Framlington 6.8%

Taconic Capital Advisers 3.4%

Standard Life Investments 4.0%

Tekne Capital Management LLC 3.4%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2014 (Audited Telecable information) 31 March 2015 (audited Zegona information and unaudited Telecable interim financial information)

(iii) 30 September 2015, 30 June 2016 and 30 September 2016

EXPECTED ADMISSION DATE:

14 August 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc,

6.7.8 Tokenhouse Yard

London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc,

6.7.8 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

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document will be available to view on the Company's website at www.zegona.com and will contain full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

31 July 2015

NEW/ UPDATE:

NEW