Zegona announces successful €725m debt refinancing

Zegona Communications PLC

31 July 2025

Zegona announces successful €725m debt refinancing

Strong operating performance supports another successful debt refinancing and a further reduction in annual interest cost

Zegona Communications plc (LSE: ZEG) ("Zegona") is pleased to announce that it has signed a €725m debt refinancing package.

-     €575m Term Loan B add-on priced at a margin of 3.00% (expected to step-down to 2.75% via margin ratchet¹) and a €150m fungible tap issuance of EUR senior notes at a yield of 4.3%².

-     This new debt will be used to repay the existing €500m Term Loan A which was originally issued at a margin of 4.25% and €215m of the existing EUR and USD senior notes that were issued at a yield of 6.75% and 8.625%³ respectively.

-     In addition, this refinancing eliminates amortisation from our debt structure and moves us to a new "covenant lite" capital structure.

-     Following the Term Loan B repricing earlier this year, this new debt package further reduces Zegona's annual interest expense. 

This transaction demonstrates the strength of Zegona's execution since the acquisition of Vodafone Spain. Our strategy has earned credit investor support driving lower interest costs and incremental free cash flow growth.

For further information, please contact:

About Zegona 

Zegona 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 is led by former Virgin Media executives Eamonn O'Hare and Robert Samuelson. On 31 May 2024, Zegona completed the 100% acquisition of Vodafone Spain for €5.0 billion.

Notes:

1 Please note the margins are the credit spread above EURIBOR rates. We expect the TLB margin across the entire €1,865m pro forma TLB will be changed to 2.75% through the leverage based margin ratchet

2 Yield to worst of the tap issuance of 6.75% EUR senior notes at an issue price of 105.5% (above par) pursuant to a private placement

‎3 USD senior notes are hedged to Euros. EUR swapped coupon on the USD Senior Notes is 7.38%. Senior notes redemption at a redemption price of 103% as per the optional redemption provisions. 10% of the existing USD senior notes will be redeemed and 10% of the existing EUR senior notes will be redeemed

DISCLAIMER

The notes will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the notes will be offered only to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States or for the account or benefit of U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

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 EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), 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 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 notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended.

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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) 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 by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.