The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

1.    GENERAL INFORMATION

The unaudited condensed consolidated interim financial statements of Zegona Communications plc (the "Company" or the "Parent") and its subsidiaries (collectively, "Zegona") for the six months ended 30 June 2021 (the "Interim Financial Statements") were authorised for issue in accordance with a resolution of the Directors on 27 September 2021. The Company is incorporated and domiciled in England and has its registered office at 8 Sackville St, Mayfair, London W1S 3DG.

2.    SIGNIFICANT ACCOUNTING POLICIES

(a)    Basis of preparation

The Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting and are presented on a condensed basis. The Interim Financial Statements do not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (the "Companies Act").

The Interim Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Zegona's annual financial statements as at 31 December 2020 which are available on the Company's website, www.zegona.com. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in Zegona's financial position and performance since the last annual financial statements.

The comparative figures for the financial year ended 31 December 2020 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

(b)   Going concern

The Interim Financial Statements have been prepared on the going concern basis, which the directors consider to be appropriate for the reasons outlined below.

Zegona's Directors have assessed the going concern assumptions during the preparation of the Condensed Consolidated Financial Statements. There are no events or conditions that give rise to doubt the ability of Zegona to continue as a going concern for a period of twelve months after the preparation of the Condensed Consolidated Financial Statements. The assessment includes the review of Zegona cashflow forecast and budget, which included considerations on expected developments in liquidity, debt and capital as well as the potential impact of the on-going COVID-19 pandemic. The Directors have also considered sensitivities in respect of potential downside scenarios in concluding that Zegona is able to continue in operation for a period of at least twelve months from the date of approving the Condensed Consolidated Financial Statements.

Following the sale of its investment in Euskaltel, the sale of its rights to receive contingent consideration from Euskaltel and the repayment of its outstanding debt, Zegona meets its day to day working capital requirements from cash balances. Following the anticipated return of £329.3 million of capital, the anticipated payment of £25.7 million to management under the terms of the incentive scheme and the anticipated subscription for £2.6 million of new Zegona shares by management - all in October 2021 - Zegona anticipates that it will have approximately £9.6 million of cash with approximately £0.6 million of liabilities. Following these transactions, Zegona will continue to execute its buy-fix-sell strategy across the European TMT sector.

The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these Interim Financial Statements, which indicate that, taking account of reasonably possible downsides, including possible impacts of the Covid-19 outbreak, Zegona will have sufficient funds to meet its liabilities as they fall due for that period. Accordingly, the Directors have continued to adopt the going concern basis in preparing the Interim Financial Statements.

(c)    New standards, interpretations and amendments adopted by Zegona

The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those followed in the preparation of Zegona's annual consolidated financial statements for the year ended 31 December 2020, which were prepared in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union ("IFRSs as adopted by the EU"), and with those parts of the Companies Act 2006 as applicable to companies reporting under international accounting standards. Zegona has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Standards, amendments and interpretations effective and adopted by Zegona:

The accounting policies adopted in the presentation of the Interim Financial Statements reflect the adoption of the following amendments for annual periods beginning on or after 1 January 2021, none of which had a material effect on Zegona.

(d)   Critical accounting judgements and estimates

The preparation of the Interim Financial Statements requires the Directors to consider estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

With the exception of the classification of the investment in Euskaltel as an asset held for sale and a discontinued operation, there have been no material changes to the significant judgements and estimates made by the Directors as at and for the year ended 31 December 2020. The main judgements and estimates used by the Directors in applying the accounting policies of Zegona that had the greatest impact on the Interim Financial Statements are as follows:

·      Classification of discontinued operations and assets held for sale (note 8)

·      Recoverability of the tax receivable (note 6)

·      Recognition and measurement of share-based payments transactions (note 11)

3.    SEGMENT INFORMATION

4.    FINANCE INCOME AND COSTS

5.    FINANCIAL INSTRUMENTS

The classification by category of the financial instruments held by Zegona is as follows:

For the financial assets measured at fair value through profit or loss, the Directors have determined that no transfers have occurred between levels in the fair value hierarchy from 31 December 2020 to 30 June 2021. The Directors consider that the carrying amounts of the financial instruments measured at amortised cost equate to their fair values.

Derivatives (Level 2)

On 7 April 2021, Zegona entered into a Deal Contingent Forward Purchase Agreement ("DCF") with Barclays Bank PLC to hedge the full amount of proceeds to be received on the successful completion of the tender offer to acquire Euskaltel. Under the terms of the DCF, if the tender offer successfully completed on any date between 7 July 2021 and 7 January 2022 and Zegona received proceeds as expected, it would be obligated to sell €430 million at a fixed exchange rate. If the tender offer did not complete, Zegona would not be obligated to transact. The actual rate at which the contract would settle was dependent on the exact settlement date but was within a range of 1.1563 £/€ and 1.1556 £/€.

Zegona settled the DCF in two tranches, first settling €7.7 million on 14 July 2021 in respect of the Euskaltel dividend passed on to Zegona shareholders at a rate of 1.1563 £/€ and secondly settling €422.3 million on 13 August 2021 in respect of the proceeds received from the sale of its investment in Euskaltel at a rate of 1.1561 £/€, receiving £365.3 million.

The DCF is recognised as a financial asset at Fair Value Through Profit and Loss with the fair value of €5.6 million at 30 June 2021 being calculated using prevailing market forward foreign exchange rates and therefore allocated to level 2 in the fair value hierarchy. Since this instrument has been entered into entirely to fix the Sterling value of the Euskaltel proceeds, changes in fair value are recognised within discontinued operations.

Financial assets designated at fair value (level 3)

Financial assets designated at fair value consist entirely of the contingent consideration receivable from the sale of Telecable which is wholly valued using unobservable inputs as discussed in note 7.

6.    PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables include a £4.4 million (€5.1 million) receivable, which represents the charging notice paid in March 2021 to HMRC in relation to the European Commission (the ''EC'') state aid investigation into the Group Financing Exemption contained within the UK's Controlled Foreign Company (''CFC'') legislation which concluded that the Group Financing Exemption amounted to illegal state aid in certain circumstances.

Whilst various appeals against this decision are ongoing, the UK Government is required to recover the State Aid and HMRC issued Zegona with a charging notice in February 2021 in the amount of £4.1 million (€4.8 million). Zegona strongly disagrees with HMRC's interpretation and has submitted an appeal against the determination and the notice which was accepted by HMRC on 8 March 2021. This appeal is likely to be stayed until the final outcome of all appeals to the EU Courts in respect of the EU Commission's original decision are known, which may take several years. As required by law, Zegona paid the notice in full on 4 March 2021 (within 30 days of receipt). In June 2021, Zegona also received a second notice for £251,711 (€335,651) in respect of interest, which it paid in July 2021.

The issuance of charging notices is a collection mechanism only and not an arbitration on the merits of the on-going litigation. Consequently, the issuance and the settlement of the charging notices does not change Zegona's view that while it is finely balanced, it remains more likely than not that the appeals made by other UK taxpayers and the UK Government will be successful and ultimately Zegona will not incur any liability and therefore no provision is required in respect of this matter.  

 In accordance with the provisions of IFRIC 23, Zegona has recognised a receivable against both HMRC charging notices and will continue to evaluate the recoverability of this receivable until a final resolution is reached. Should future developments cause Zegona to conclude that  it is no longer more likely than not that the appeals made by other UK taxpayers and the UK Government will be successful, Zegona will write down the receivable and recognise an expense of £4.4 million. Given the expected return of capital (see note 15) this would result in a significant portion of Zegona's net assets being written down.

7.    CURRENT FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS

The current financial assets balance of €6.4 million (31 December 2020: €7.5 million) comprises solely the contingent consideration receivable from the sale of Telecable.

At December 31 2020, the fair value of the contingent consideration was €7.5 million, which primarily reflected Zegona's high confidence at the time in the base case assumption that the full €8.7 million recorded in Euskaltel's financial statements would be paid.

Following the issuance of Zegona's financial statements for the year ended 31 December 2020, it became apparent that Euskaltel would in fact seek either substantially to reduce and delay the payment, or require Zegona to deliver a financial instrument to cover any risk in the tax assets at Zegona's cost. Each of these alternatives was not acceptable to Zegona, so it irrevocably sold all of its rights (and associated obligations) to the contingent payment to a third party for €6.4 million in cash, which was received on 10 August 2021.

Zegona considers that the subsequent sale of its rights to receive the contingent consideration constitutes an adjusting post balance sheet event in accordance with IAS 10 Events after the reporting period and has therefore used this information to conclude that the value of the contingent consideration at 30 June 2021 was €6.4 million.  

8.    ASSETS HELD FOR SALE

At 30 June 2021, Zegona owned 38.3 million shares (2020: 38.3 million) in Euskaltel, a Spanish telecommunications company incorporated in Spain and operating in the Basque Country, Asturias and Galicia under regional brands and nationally across Spain under the Virgin telco brand, which represents approximately 21.44% (31 December 2020: 21.44%) of the ordinary shares and voting rights of Euskaltel.

On 29 March 2021, Zegona announced that a subsidiary of MásMóvil Ibercom, S.A.U ("MásMóvil"), the Spanish fourth national operator, had launched a Tender Offer to acquire all of the outstanding shares of Euskaltel for €11.17 per share. The offer price was subsequently adjusted to €11.00 per share following the payment by Euskaltel of a €0.17 per share dividend on 17 June, 2021.

The tender offer was declared unconditional with a 97.67% acceptance rate on 5 August 2021 and Zegona successfully tendered all of its shares, receiving €421.3 million on 11 August 2021.  Eamonn O'Hare and Robert Samuelson resigned as directors of Euskaltel on 10 August, 2021.

Up to the announcement of MásMóvil's tender offer on 28 March 2021, Zegona had accounted for its investment in Euskaltel as an associate. From 28 March 2021, Zegona concluded that the two conditions for classifying the investment as an asset held for sale in paragraph 7-10 of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations had been met. Accordingly, the investment in Euskaltel as an associate was classified as both held for sale and as a discontinued operation from March 28, 2021. The changes in the carrying value of Zegona's investment during the six months ended 30 June 2021 have been as follows:

As required by IAS 5.15, at 30 June 2021, the investment in Euskaltel has been recorded at €326.6million, being the lower of its carrying amount and fair value[8] less costs to sell at that date.

A share pledge over 1,663,158 Euskaltel shares granted by Zegona to Euskaltel with respect to certain tax assets generated in favour of Telecable was released by Euskaltel on 19 May 2021.

A share pledge over 32,155,563 Euskaltel shares granted by Zegona to Barclays as security for its loan was released by Barclays on 29 June 2021.

9.    BANK BORROWINGS

In December 2020, the Company extended its credit facility with Barclays Bank PLC ("Barclays") for a total of £15 million.  The amount drawn remained unchanged at £10 million. Interest was payable quarterly in arrears on the drawn amount at a rate of 2.6% per annum above the 3-month LIBOR interest rate. A commitment fee of 0.6% per annum was payable on the undrawn amount of £5 million. The Company had the right to prepay the loan at any time.

The Barclays facility was due to mature on 14 October 2021. Additionally, any amounts outstanding would have become immediately repayable on the occurrence of certain events of default including a drop in the value of Euskaltel shares to €3.42 or below, a change of control of Euskaltel or Zegona and other customary events of default. The Barclays facility was secured by a pledge over 32.2 million Euskaltel shares.

The facility was repaid and terminated on 13 August 2021 using the proceeds of the sale of the investment in Euskaltel.

10.  ACCRUALS AND OTHER PAYABLES

11.  MANAGEMENT INCENTIVE SCHEME

The holders of the Management Shares are entitled to 15% of the growth in value of Zegona during a series of separate Calculation Periods, provided that ordinary shareholders achieve a 5% Preferred Return[9] in each Calculation Period.

The first Calculation Period began on 14 August 2015 and in accordance with the scheme rules, Zegona management redeemed its Management Shares on 25 June 2020. On the redemption date, the value of Zegona's shares (based on the 30-day volume weighted average price "VWAP") was below the level required for the Preferred Return to be met so Zegona management received no payment.

Following the redemption, 51,546,370 Management Shares in Zegona Limited remain allotted, issued and fully paid as shown in the table below:

At the 2021 AGM held on 30 June, 2021, Zegona's shareholders voted to renew the management incentive, thereby ratifying the terms of the second Calculation Period that automatically began upon delivery of the redemption notices on 25 June 2020. Throughout the second Calculation Period, management are entitled to 15% of the growth in value of Zegona over the new Calculation Period, provided the Preferred Return is achieved over this period. The starting value against which the growth in value and the Preferred Return are calculated (the "Baseline") at the beginning of the new Calculation Period was set at £0.955 per Zegona share[10].

Under IFRS 2, the new Calculation Period constitutes a new share-based payment award for which the holders of the Management Shares began to render services from June 25, 2020. However, for the purposes of IFRS 2, the grant date of the award was 30 June 2021, when Zegona's shareholders voted to ratify the renewal of the management incentive scheme at Zegona's 2021 AGM.

In addition, Zegona Limited's Articles of Association allows management to exercise its management shares if there is a takeover or acquisition of Zegona (including by a scheme of arrangement), or Zegona sells all or substantially all of its assets and distributes the net proceeds, after satisfying any other creditors of Zegona, to shareholders (collectively, the "Takeover provisions").

The sale of the investment in Euskaltel and the intended return of £335[11] million to shareholders by 14 October as announced on 24 May 2021 will trigger a payment to management under those Takeover provisions that is currently expected to be £25.4 million. The terms of the scheme also require this payment to be in cash.

Consequently, Zegona has concluded that the management incentive scheme no longer meets the criteria to be recognised as an equity settled transaction under IFRS 2 and must be accounted for as a cash settled transaction.

Zegona therefore reversed the €1.6 million previously recorded in the Share-based payment reserve with a corresponding credit to incentive scheme costs. At the same time, a liability was recorded at 30 June 2021 to recognise the cash settled incentive instrument. This liability is equal to the portion of the fair value of the instrument for which services had been provided at 30 June 2021. This portion is calculated by dividing the period for which services had been provided at 30 June 2021[12] by the total vesting period.[13]

Zegona engaged an independent valuation specialist to estimate the fair value of the award, who concluded that because the awards will be triggered by the sale and the return of the net proceeds of the sale to shareholders, it was more appropriate to value the award by reference to the known value which will be delivered rather than the approach in previous periods which had been to use a Monte Carlo model.

The value of the award on the valuation date was £24.4 million, with a liability of £19.0 million being recognised at 30 June 2021 to reflect the remaining 105 days over which services are still to be rendered. For the six months ended 30 June 2021 a net total of €21.1 million (£18.3 million) incentive scheme costs were recognised[14].

The key inputs to the model used to estimate the fair value of the award were the amounts to be received for the sale of the investment and the terms of Zegona Limited's Articles of Association which stipulate the payment waterfall in the event of the Takeover provisions being triggered. There were no items of estimate or judgement for which a +/- 10% change would result in a material impact on the fair value at 30 June 2021.

12.  RESERVES

Foreign currency translation reserve

The foreign currency translation reserve includes the foreign exchange differences arising from the translation of the Consolidated Financial Statements functional currency of Sterling ("£") to presentational currency euro ("€"). This reserve is a non-distributable reserve. The movement in this reserve for the period is driven primarily by the movement in closing €:£ exchange rates from 1.11 at 31 December 2020 to 1.16 at 30 June 2021.

Share-based payment reserve

The share-based payment reserve represents the cumulative build-up of the incentive scheme costs over the vesting period as the employees gradually render service. For the period to 30 June 2021 the share-based payment reserve was Nil as the expected exercise of the management shares by management under the takeover provision will be in cash. More information on the share-based Management incentive scheme can be found in Note 11.  This is a non-distributable reserve.

Retained earnings

The retained earnings reserve includes cumulative net profits and permitted transfers from the share-based payment reserve. This is a distributable reserve.

Other Reserves

Capital redemption reserve

When Zegona buys back shares out of distributable reserves and those shares are immediately cancelled, the amount by which Zegona's issued share capital is reduced must be transferred to the capital redemption reserve.

The capital redemption reserve is a requirement under s692 of the Companies Act 2006 to preserve the Company's capital and is a non-distributable reserve.

Share premium reserve

The reserve comprises amounts subscribed for share capital in excess of nominal value less costs directly attributable to the issue of new shares. The share premium reserve is a requirement under s610 of the Companies Act 2006 and is a non-distributable reserve. As discussed in note 15 on 8 September 2021, following approval by special resolution of the shareholders at the General Meeting of the Company on 20 August 2021, the share premium account of the Company was reduced to £100,000, as confirmed by an Order of High Court of Justice, Chancery Division. Upon the reduction of the share premium account, the balance of £95.239 million was transferred to the Other reserve.

Other reserve

On 8 June 2016, following approval by special resolution of the shareholders at the Annual General Meeting of the Company on 15 April 2016, the share premium account of the Company was cancelled, as confirmed by an Order of High Court of Justice, Chancery Division. Upon the cancellation of the share premium account, the balance of €386.045 million was transferred to the Other reserve. The Other reserve forms part of the distributable reserves of the Company.

The Other reserve also comprise the total costs of buying back shares (the nominal value of the shares and any premium paid), which are charged against distributable reserves.

The Company's total distributable reserves as at 30 June 2021 were £135 million, which equates to €157 million at 30 June 2021 foreign exchange rates (2020: £140 million, which equates to €156 million at 31 December 2020 foreign exchange rates).

13.  DIVIDEND PAID

The Company declared an interim dividend on 21 December 2020 at a rate of 2.2p per share, totalling £4.8 million (€5.6 million). The dividend was paid on 9 March 2021.

In the comparative period, the Company declared an interim dividend on 6 February 2020 at a rate of 2.0p per share, totalling £4.5 million (€5.3 million), which was paid on 6 March 2020.

14.  RELATED PARTY TRANSACTIONS

There were no related party transactions during the period to 30 June 2021 other than key management personnel compensation.

15.  POST BALANCE SHEET EVENTS

Interim dividends

Zegona received a dividend from Euskaltel on 17 June 2021 at a rate of €0.17 per share, totalling €6.5 million. The dividend was passed through to Zegona's shareholders by payment of a dividend at a rate of 2.6p per share, totalling £5.7 million (€6.7 million). The dividend was paid on 23 July 2021.

Sale of Euskaltel and related transactions

The tender offer launched by a subsidiary of MásMóvil to acquire all of the outstanding shares of Euskaltel was declared unconditional with a 99.67% acceptance rate on 5 August and Zegona successfully tendered all of its shares, receiving €421.3 million on 11 August 2021. These proceeds were used to settle the Deal Contingent Forward Purchase Agreement on 13 August at a rate of 1.16 €/£, with Zegona receiving £364.4 million. On the same day, the outstanding £10 million facility with Barclays was repaid and terminated. On disposal of its investment in Euskaltel, Zegona recorded a gain on disposal within Profit for the period from discontinued operation of €91.5 million in addition to a derivative gain of €8.9 million.

On 10 August 2021, Zegona sold its right to receive contingent consideration from Euskaltel under the terms of the SPA governing the sale of Telecable to Euskaltel in 2017 for €6.4 million.

Capital Reduction

On 24 May 2021, the Board announced that if the sale of its investment in Euskaltel was successful it planned to return £335 million in cash to Shareholders. It also announced the commitment of its Managers, subject to certain conditions, to re-invest up to £4 million in aggregate of the proceeds from the Management Incentive Scheme back into Zegona by subscribing for new Zegona ordinary shares. On 23 July 2021, Zegona began this return of cash to shareholders with a £5.7 million dividend payment.

After payment of this dividend, Zegona's commitment is now to return the balance of the £335 million, being at least £329.3 million (the "Return of Capital").

The Board has determined, following advice from its legal advisers, that the mechanism it should use is an on-market share buyback by way of a tender offer because the Directors believe this offers the best combination of timeliness, cost effectiveness and tax efficiency.

In order to complete a share buyback of at least £329.3 million, the Company would be required to have distributable reserves of at least that amount and in order to achieve this, Zegona announced on 29 July that it intended to reduce its share premium account from £95,339,759 to £100,000 (the "Capital Reduction"). In order to comply with applicable companies legislation, the Capital Reduction required approval by the Shareholders at a General Meeting of the Company, confirmation by the High Court and the registration of the Court's order at Companies House.

On 20 August 2021, Shareholders approved the proposal to undertake a court approved Capital Reduction with 100% of votes cast in favour. The Court confirmed the Capital Reduction on 7 September 2021 and the Court's order was registered on 8 September 2021, making the Capital Reduction effective. Upon the reduction of the share premium account, the balance was transferred to the Other reserve, which forms part of the distributable reserves of the Company.

Return of Capital

On 13 August 2021, Zegona announced the publication of a circular for a Return of Capital of up to £329.3 million to shareholders by way of a tender offer (the "Tender Offer") at a price of £1.535 per share. This Tender Offer was approved by shareholders on 6 September with 99.94% of votes cast in favour.

Under the terms of the Tender Offer, each qualifying holder of Zegona's ordinary shares will be entitled to sell approximately 98.0% of their shares (their "Tender Offer Entitlement") at a price of £1.535 per share. Shareholders may also tender more than their Tender Offer Entitlement and will be allocated a pro rata portion of any Tender Offer Entitlement not used by other shareholders. The acceptance period of the Tender Offer will close on 5 October 2021 with cash payments expected shortly thereafter.