Advisers and Registrars
J.P. Morgan Securities plc
25 Bank Street
London, E14 5JP
Telephone: +44 (0)20 7742 4000
|Public Relations Advisers:
Tavistock Communications Limited
131 Finsbury Pavement
London, EC2A 1NT
Telephone: +44 (0)20 7920 3150
|Corporate Finance Adviser:
Marwyn Capital LLP
11 Buckingham Street
London, WC2N 6DF
Telephone: +44 (0)20 7004 2700
|Solicitors to the Company:
Travers Smith LLP
10 Snow Hill
London, EC1A 2FE
Telephone: +44 (0)20 7295 3000
15 Canada Square
Telephone: +44 (0)20 7311 1000
|Solicitors to the Company:
Milbank, Tweed, Hadley & McCloy LLP
10 Gresham Street
London, EC2V 7JD
Telephone: +44(0)20 7615 3000
The Registry, 34 Beckenham Road
Beckenham, Kent, BR3 4TU
Telephone: +44 (0)20 8639 3399
Axio Capital Solutions Limited
One Waverley Place, Union Street, St Helier,
Jersey, JE1 1AX
Telephone: +44 (0)1534 761 240
2015 Annual Report and Accounts and Notice of Annual General Meeting
Click here to download the 2015 Annual Report and Accounts for the year ended 31 December 2015.
Click here to download the Notice of the Annual General Meeting 2015.
Click here to download the Form of Proxy for the Annual General Meeting
The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of Shareholders. On and following Admission, save as set out below, the Board will comply with the UK Corporate Governance Code dated September 2012 issued by the Financial Reporting Council for companies below the FTSE 350 so far as practicable. The UK Corporate Governance Code sets out a number of principles in relation to board leadership, effectiveness, accountability, remuneration and relations with Shareholders. The Board has established two committees: an audit and risk committee and a nomination and remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.
The UK Corporate Governance Code recommends that the roles of the Chairman and the Chief executive should not be occupied by the same person, and the Company does not comply with this requirement.
Audit and Risk committee
The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit and risk committee will normally meet not less than three times a year.
The audit and risk committee is chaired by Ashley Martin and its other members are Robert Samuelson, Mark Brangstrup Watts, Richard Williams and Murray Scott.
Click here to download the Terms of Reference for the Audit and Risk Committee
Nomination and Remuneration committee
The nomination and remuneration committee assists the Board in determining the composition and make up of the Board and recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Directors and recommends and monitors the remuneration of members of Senior Management. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise and for producing an annual remuneration report to be approved by the members of the Company at the annual general meeting. The nomination and remuneration committee also determines succession plans for the Chairman and Chief Executive. The nomination and remuneration committee will meet when appropriate and not less than twice a year.
The nomination and remuneration committee is chaired by Richard Williams and its other members are Robert Samuelson, Murray Scott, Mark Brangstrup Watts and Ashley Martin.
Click here to download the Terms of Reference for the Nomination and Remuneration Committee
The Company has systems in place to ensure compliance by the Board and persons discharging managerial responsibility with the Market Abuse Regulations. Those include restrictions on dealings in the securities of the Company.
Country of Incorporation
Zegona Communications plc is incorporated in England and Wales with Registered Number 09395163.
Prospectus (September 2015)
Articles of Association (February 2015)
Admission Document (July 2015)
Number of Ordinary Shares in Issue
The Company has 196,044,960 ordinary shares of £0.01 each in issue. No shares are held as treasury shares. The Company securities are only traded on London Stock Exchange Main Market for listed securities.
As at 31 January 2017, and reflecting any TR-1 notifications received subsequently to date, the Company was aware of the following shareholders holding more than 3 percent of the total voting rights of the Company:
||Ordinary Shares Held
||Percentage of Issued Share Capital
|Marwyn Asset Management
|Invesco Asset Management
|Fidelity Investments Limited
|Capital Research & Management Company
|Legal & General Investment Management
|AXA Investment Managers
|Taconic Capital Advisers
|Tekne Capital Management LLC
UK City Code
Zegona Communications plc is subject to the UK City Code on Takeovers and Mergers.