Zegona Communications plc (LSE : ZEG) entered into a binding agreement to acquire Vodafone Holdings Europe S.L.U from Vodafone Europe B.V. for ?5 billion on October 31, 2023. The consideration comprises of ?4.2 billion of cash and ?0.9 billion of Redeemable Preference shares. Zegona will fund the acquisition from committed debt financing of ?4.2 billion and a committed revolving credit facility of ?0.5 billion, Vodafone financing of ?900 million and equity raise of up to ?600 million from third-party investors to be executed before completion. As of March 31, 2023, Vodafone Spain had gross assets of ?7.6 billion and generated a loss before tax of ?383 million. As of June 30, 2023, Vodafone Spain has total assets of ?6.74 billion, and total equity of ?692.65 million Completion of the acquisition is conditional on certain approvals being obtained from Zegona shareholders as well as regulatory clearances. Zegona is targeting completion in Q1 2024. It is expected that the transaction will have a slightly accretive effect on Vodafone's adjusted earnings per share and a dilutive effect on free cash flow. The Boards of Directors of both Zegona and Vodafone have unanimously approved the Transaction. As of November 13, 2023, Zegona Communications has announced placing of 174,413,535 New Zegona Shares by raising gross proceeds of ?300 (£262)million. Zegona confirms that the prospectus has been approved by the FCA and published by Zegona. As of January 19, 2024, Zegona has notified the National Markets and Competition Commission (CNMC). On January 31, 2024, the National Markets and Competition Commission has agreed to approve the first phase of the Zegona - Vodafone concentration operation. Transaction is expected to close in first half of 2024.

Deutsche Numis is acting as lead financial advisor to Zegona. ING Bank, UBS and UniCredit Bank also advised Zegona. Aaron Stock, Mohammed Senouci, Tom Coulter, Ben Lowen, Brent Sanders, Madeline Gowlett, Russell Warren, Richard Brown, Dan Reavill, Ben Chivers, Michael Cuthbertson, Michael Ross, Stephen Whitfield,Travers Smith LLP is acting as legal counsel to Zegona in connection with the acquisition. In connection with the transaction, Morgan Stanley, Robey Warshaw and Evercore are acting as financial advisers and Victoria MacDuff, James Cook , Duncan Blaikie, Richard McDonnell, Charlie McGarel-Groves, James Costi, Mike Lane, Claire Jeffs, Alexander Chadd and Philippa O'Malley of Slaughter and May is acting as legal adviser to Vodafone.Darren Hanwell, John Kicken, Alice Smith, Juan Hormaechea, Esther Lemmon, and Ishtar Sancho of Allen & Overy advised Deutsche Bank, ING and UniCredit as bookrunners and underwriters in connection with the debt financing. Deutsche Bank acted as financial advisor to Zegona. Stuart Andrews and Dan Bate of Zeus Capital Limited acted as financial advisor to Independent Directors of Zegona Communications plc.