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"iso4217:EUR" } }, "fact-201": { "value": "290000000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashFlowsUsedInObtainingControlOfSubsidiariesOrOtherBusinessesClassifiedAsInvestingActivities", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-202": { "value": "-0", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashFlowsUsedInObtainingControlOfSubsidiariesOrOtherBusinessesClassifiedAsInvestingActivities", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-203": { "value": "244000", "decimals": -3, "dimensions": { "concept": "ifrs-full:InterestReceivedClassifiedAsInvestingActivities", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-204": { "value": "25000", "decimals": -3, "dimensions": { "concept": 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"iso4217:EUR" } }, "fact-216": { "value": "-644000", "decimals": -3, "dimensions": { "concept": "ifrs-full:EffectOfExchangeRateChangesOnCashAndCashEquivalents", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-217": { "value": "5890000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-218": { "value": "10556000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2022-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-219": { "value": "4648000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2024-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-220": { "value": "5890000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00", "unit": "iso4217:EUR" } }, "fact-227": { "value": "
1. GENERAL INFORMATION
The Consolidated Financial Statements of Zegona Communications plc (the \u201cCompany\u201d) and its subsidiaries
(collectively, \u201cZegona\u201d) for the year ended 31 December 2023 (the \u201cConsolidated Financial Statements\u201d )
were authorised for issue in accordance with a resolution of the Directors on 29 April 2024. The Company
was incorporated and is domiciled in England and Wales and has its registered office at 8 Sackville St, Mayfair,
London W1S 3DG.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-2": { "value": "Zegona Communications plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-225": { "value": "Zegona Communications plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-221": { "value": "plc", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-3": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-222": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-4": { "value": "8 Sackville St, Mayfair, London W1S 3DG", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-226": { "value": "
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The Company and Consolidated Financial Statements for the year ended 31 December 2023 have been prepared
in accordance with UK-adopted international accounting standards and with those parts of the Companies
Act 2006 as applicable to companies reporting under international accounting standards.
The Company Financial Statements present information about the Company as a separate entity and not about
its group. The Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to
present its individual Statement of Comprehensive Income and related notes that form a part of the Company
Financial Statements.
The Consolidated Financial Statements include the results of all subsidiaries wholly owned by the Company as
listed in note 9. Certain of these subsidiaries, which are listed below, have taken the exemption from preparing
individual accounts for the year ended 31 December 2023 by virtue of section 394A of Companies Act 2006. In
order to allow these subsidiaries to take the exemption, the Company has given a statutory guarantee of all these
companies\u2019 outstanding liabilities as at 31 December 2023:
\u2022 Zegona Spanish Holdco Limited (Registered Number: 10159232)
\u2022 Zegona Borrower Limited (Registered Number: 10159347)
\u2022 Zegona Holdco Limited (Registered Number: 10159604)
\u2022 Zegona Topco Limited (Registered Number: 15222039)
\u2022 Zegona MidCo Limited (Registered Number: 15222693)
\u2022 Zegona Hedge Co Limited (Registered Number: 15259622)
\u2022 Zegona Hedge Co II Limited (Registered Number: 15269703)
\u2022 Zegona BidCo S.L.U (Registered Number: B56308877)
The Consolidated Financial Statements and the Company Financial Statements have been prepared under the
historical cost convention except for certain financial assets that have been measured at fair value, as disclosed
in note 11.
The functional currency of the Company is British pounds sterling (\u201cSterling\u201d or \u00a3) . The Directors have chosen
to present the Consolidated Financial Statements and the Company Financial Statements in euros (\u20ac) since it has
previously owned investments denominated in euros and expects to make future acquisitions in euro, or euro-
correlated assets. All values are rounded to the nearest thousand (\u20ac000) except where otherwise indicated.
The principal accounting policies adopted in the preparation of the Consolidated Financial Statements are set out
below. The policies have been consistently applied throughout the years presented.
(b) Going concern
The Consolidated and Company Financial Statements have been prepared on the going concern basis, which the
Directors consider to be appropriate for the reasons outlined below.
The Directors have assessed the going concern assumption during the approval of the Consolidated Financial
Statements. This assessment included the consideration of three distinct and separate scenarios being either:
\u2013 The proposed acquisition of Vodafone Spain closes (during the first half of 2024)
\u2013 The proposed acquisition of Vodafone Spain is delayed post the first half of 2024 ; or
\u2013 The proposed acquisition of Vodafone Spain does not close.
In considering these scenarios, the Directors have performed a detailed analysis of the impact to working capital
and the ability of Zegona or Zegona incorporating Vodafone Spain (the \u201cCombined Group\u201d) to operate as a
going concern for a period of at least 12 months from the date of this Annual Report and have concluded that
it is appropriate to prepare the Group and Company Financial Statements on a going concern basis under both
scenarios.
Proposed acquisition closes during the first half of 2024:
Should the proposed acquisition close, the Directors have considered the cashflow forecast of the Combined
Group considering the impact of the current trading performance of Vodafone Spain, future budgets, planned
improvements and other relevant strategic plans and the impact of the following proposed funding structure:
\u2022 committed debt financing of \u20ac3,900 million which consists of a term loan of \u20ac500 million and a corporate
bridge facility of \u20ac3,400 million;
\u2022 \u20ac300 million (\u00a3262 million) in gross proceeds through the Placing of 174,413,535 shares at a price per share
of 150 pence;
\u2022 \u20ac900 million (\u00a3785 million) in gross proceeds through the Conditional Subscription of 523,240,603 shares at
150 pence per share to EJLSHM Funding Limited; and
\u2022 \u20ac0.5 million (\u00a30.5 million) through a separate offering of shares at 150 pence per share.
The bridge loan is for a term of 12 months from completion, with two 6-month extension options being available
at the discretion of the Zegona Directors. This equity funding and debt financing and related deal costs and
fees have been taken into account for the purposes of the going concern assessment. A financial covenant
(Consolidated Net Leverage Ratio) is attached to the underwritten financing package which is first measured on
31 March 2025 and then semi annually and is therefore applicable during the assessment period and has been
considered. The Company will be in compliance with this covenant in the scenarios considered.
In assessing whether the going concern assumption is appropriate under this scenario, the Directors considered
the cash flow forecasts of the Combined Group following completion of the proposed acquisition under various
scenarios, identifying risks and mitigating factors and assessing whether the Combined Group has sufficient
funding to meet its current and contracted commitments as and when they fall due for the going concern
assessment period.
In performing this assessment, the Directors have considered both a Base Case and a Reasonable Worse Case
scenario:
Base case
In performing this assessment, the Directors have considered a \u201cBase Case\u201d scenario which reflects a realistic
expectation of the operations, results and developments in working capital, liquidity and debt of the Combined
Group. This Base Case includes improvement assumptions on customer numbers and revenues, direct costs,
acquisition and retention costs per customer and customer churn rates together with operating and capital
expenditure and Business EBITDaaL
18
measures and net debt assumptions.
Reasonable worse case
In performing this assessment, the Directors have considered a severe but plausible downside scenario including
factors that could indicate possible threats including potential negative developments in liquidity, debt and
capital, together with reasonable contingencies (the \u201cReasonable worse case\u201d) . This also included a decline in
customer numbers and revenues and margin per customers, an increase in customer acquisition and retention
costs per customer and an increase in customer churn rates, an increase in operating and capital expenditure and
interest rates and a resulting decrease in EBITDaaL
19
(25%) measures, together with an increase in interest by 100
\u2013 130 basis points per annum and a number of mitigating actions that, under severe downside scenarios, the
directors would aim to take to improve liquidity, such as the deferral or cancellation of non-committed capital
spend.
The proposed acquisition of Vodafone Spain is delayed post the first half of 2024:
The Directors have also considered a delay in closing to post the first half of 2024 and have performed a detailed
analysis of the ability of Zegona to continue in operation with sufficient working capital for at least 12 months
from the date of this Annual Report. This analysis included consideration of the continuing costs and working
capital needs of Zegona and the ability to defer deal advisor fees up to the point of close, to form a severe but
plausible downside scenario including stress tests. This analysis also considered steps that the Directors may
take to mitigate costs and manage overheads of Zegona during the assessment period. Based on this analysis the
Directors have concluded that should closing not take place until after the first half of 2024, that it is appropriate
to prepare the Group and Company Financial Statements on a going concern basis under the scenario that close
does not happen in the first half of 2024.
Proposed acquisition does not close:
If the proposed acquisition of Vodafone Spain does not close the Company will have the right (under the terms
of the equity raise) to retain the \u20ac300 million equity raised and to utilise this to continue its strategic objective.
The Directors consider this will be adequate to enable Zegona to continue as a going concern for a period of at
least 12 months from the date of these Group and Company Financial Statements.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to
meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements
and therefore have prepared the financial statements on a going concern basis.
(c) New standards and amendments to IFRS
Standards, amendments and interpretations effective and adopted by Zegona:
The accounting policies adopted in the presentation of the Consolidated and Company Financial Statements
reflect the adoption of the following amendments for annual periods beginning on or after 1 January 2023, none
of which had a material effect on Zegona.
Standard
Effective date
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
1 January 2023
Definition of Accounting Estimates \u2013 amendments to IAS 8
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 amendments
to IAS 12
1 January 2023
International Tax Reform \u2013 Pillar Two model Rules \u2013 amendments to IAS 12
1 January 2023
New standards and interpretations not yet adopted
Certain amendments to accounting standards have been published that are not mandatory for 31 December
2023 reporting periods and have not been early adopted by the group. These amendments are not expected
to have a material impact on the entity in the current or future reporting periods and on foreseeable future
transactions.
(d) Basis of consolidation
Subsidiaries are entities controlled by the Company, either directly or indirectly. Control exists when the
Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. The financial information of subsidiaries is included in
the Consolidated Financial Statements from the date that control commences until the date that control ceases.
Intragroup balances, any gains and losses or income and expenses arising from intragroup transactions, and
intragroup cash flows are eliminated on consolidation.
e) Foreign currencies
Foreign currency transactions
Sterling is the functional currency of the Company. Transactions in foreign currencies are recorded at the rates
of exchange ruling at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot
rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are
recognised in the Statement of Comprehensive Income.
Non-monetary items denominated in foreign currencies are translated at the functional currency spot rates of
exchange at each reporting date.
Foreign operations
The euro is the presentation currency of the Consolidated Financial Statements. For the purpose of presenting
the Consolidated Financial Statements, the assets and liabilities of Zegona\u2019s non-euro-denominated functional
entities (including subsidiaries, associates and joint ventures) are translated at exchange rates prevailing on the
balance sheet date. Income and expense items are translated at the average exchange rates for the period.
Currency translation adjustments arising on the restatement of opening net assets of Zegona\u2019s non-euro
denominated functional entities, together with differences between the entities\u2019 results translated at average
rates versus closing rates, are recognised in the Statement of Other Comprehensive Income and transferred to
the foreign currency translation reserve. All resulting exchange differences are classified as equity until disposal
of the foreign operation. On disposal, the cumulative amounts of the exchange differences are recognised as
income or expense.
f) Revenue and expenses
Finance income
Interest income from financial assets is recognised using the effective interest method as finance income in the
Consolidated Statement of Comprehensive Income.
Gains or losses on financial instruments measured at fair value through profit or loss comprise the net change in
fair value, excluding interest or dividend income.
g) Administrative and other operating expenses
Administrative and other operating expenses are recognised on an accruals basis, i.e. when the actual flow of the
services they represent occurs, regardless of when the resulting monetary or financial flow arises.
Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in
nature, where the costs are so material individually or collectively that the Directors believe that they require
separate presentation and disclosure to avoid distortion of the comparability of corporate costs between periods.
These are recognised on an accruals basis and expensed in the Statement of Comprehensive Income unless they
are directly related to the issuance of equity instruments in which case they are recognised as a deduction
from equity. If qualifying transaction costs are incurred in anticipation of, and directly related to, the issuance
of equity instruments and span more than one reporting period, they are deferred until equity instruments are
recognised. If the equity instruments are not subsequently issued, the costs are expensed.
h) Fair value measurement
Zegona measures certain financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
\u2022 In the principal market for the asset or liability; or
\u2022 In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by Zegona.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest. Zegona
uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
\u2022 Level 1 \u2013 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
\u2022 Level 2 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable; and
\u2022 Level 3 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
For assets and liabilities that are recognised in the Financial Statements at fair value on a recurring basis, Zegona
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
i) Financial instruments \u2013 initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets, such as trade and other receivables, are classified, at initial recognition, as subsequently
measured at fair value through profit or loss (\u201cFVPL\u201d) , amortised cost, or fair value through other comprehensive
income (\u201cFVOCI\u201d ) .
The classification of a financial asset at initial recognition depends on the financial asset\u2019s contractual cash flow
characteristics and Zegona\u2019s business model for managing it. In order for a financial asset to be classified and
measured at amortised cost or FVOCI, it needs to give rise to cash flows that are \u2018solely payments of principal and
interest\u2019 on the principal amount outstanding (the \u201cSPPI Criterion\u201d ) .
Financial assets are initially recognised at their fair value plus, for those financial assets not at fair value through
profit or loss, transaction costs.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation
or convention in the marketplace (regular way trades) are recognised on the settlement date, being the date that
an asset is delivered to or by Zegona.
Subsequent measurement
Zegona\u2019s financial assets are classified into categories:
\u2022 Financial assets at amortised cost comprise assets that are held within a business model with the objective
to hold the financial assets in order to collect contractual cash flows that meet the SPPI Criterion. These
assets are subsequently measured at amortised cost using the effective interest method. The amortised cost
is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment losses
are recognised in the Statement of Comprehensive Income. Any gain or loss on derecognition is recognised
in the Statement of Comprehensive Income.
Zegona holds the Cash and cash equivalents and other receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently at amortised cost using the effective interest method,
less any impairment, based on expected credit losses.
Derecognition
A financial asset is primarily derecognised and removed from the Statement of Financial Position when:
\u2022 The rights to receive cash flows from the asset have expired; or
\u2022 Zegona has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a \u2018pass-through\u2019 arrangement;
and either (a) Zegona has transferred substantially all the risks and rewards of the asset, or (b) Zegona has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
When Zegona has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of
the asset, Zegona continues to recognise the transferred asset to the extent of its continuing involvement and
also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that Zegona has retained.
Promissory notes
Promissory notes which are financial assets are initially recorded at fair value and subsequently measured at
amortised cost. The other reserve (see note 18) is used to record increments and decrements on revaluation;
the group transfers amounts from this reserve to retained earnings to match interest income relating to the
receivable being charged to the income statement.
Financial liabilities
Initial recognition and measurement
Financial liabilities, such as accruals and trade payables, are classified, at initial recognition, as financial liabilities
at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
Subsequent measurement
Financial liabilities are subsequently measured at amortised cost and in the case of interest-bearing financial
liabilities at amortised cost using the effective interest rate method. Gains and losses are recognised in the
Statement of Comprehensive Income when the liabilities are derecognised.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition of a new liability, the difference of the respective
carrying amounts is recognised in the Consolidated Statement of Comprehensive Income.
Equity instruments
An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting
all of its liabilities and includes no obligation to deliver cash or other financial assets.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the Statement of Financial
Position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention
to settle on a net basis to realise the assets and settle the liabilities simultaneously.
j) Impairment of financial assets
For trade receivables, Zegona applies a simplified approach in calculating expected credit losses (\u201cECLs\u201d) and
recognises a loss allowance based on lifetime ECLs at each reporting date using Zegona\u2019s historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
k) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months
or less.
l) Prepayments
Prepayments are expenses paid or costs incurred in advance by the Company from which economic benefits are
expected to flow to the entity in future and such expenses will be amortised over the contractual period or life
of the assets or liabilities it relates to.
m) Investments in subsidiaries
Investments in subsidiaries within the Company\u2019s separate Statement of Financial Position are stated at cost less
provision for impairment.
At the end of each reporting year, the Company assesses whether any specific events or circumstances exist
that could suggest an impairment of an investment in a subsidiary and whenever there are indications of an
impairment, the Company tests its investments in subsidiaries for impairment to determine whether their
recoverable amount has fallen below their carrying amount. The recoverable amount is the greater of fair value
less costs to sell and value in use. An impairment loss is recognised when the carrying amount exceeds the
recoverable amount. Value in use is the present value of expected future cash flows, calculated using a risk-free
market rate of interest, adjusted for the risks specific to the asset.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount; however, the increased carrying amount may not exceed the carrying amount
that would have been determined had no impairment loss been recognised in previous years. This reversal of an
impairment loss is recognised as income.
The Company makes appropriate provision when the recoverable value is less than the carrying amount, provided
the latter cannot be recovered by generating sufficient income to cover all the costs and expenses incurred by
usage of the asset.
n) Share capital
Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of new shares are
deducted from the share premium reserves balance.
o) Dividends payable
The Company recognises a liability to pay a dividend when the distribution is authorised and the distribution is no
longer at the discretion of the Company. A corresponding amount is recognised directly in equity.
p) Corporation tax
Corporation tax represents the sum of current and deferred tax for the year.
Current tax is the expected tax payable on the taxable income for the year. Taxable profit differs from profit
reported in the Consolidated Statement of Comprehensive Income because some items of income and expense
are taxable or deductible in different years or may never be taxable or deductible. Zegona\u2019s current tax is
calculated using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to
taxes payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences
between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax
bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Deferred tax is calculated on the tax rates that are expected to apply in the year when the liability is settled or
the asset realised, based on tax rates that have been enacted or substantively enacted by the year end date, and
is not discounted.
q) Pension benefits
Zegona pays contributions to externally administered pension plans on behalf of employees, or the equivalent
contribution is paid in cash to the employee. Zegona has no further payment obligations once the contributions
have been paid. The contributions are recognised as an expense on the accrual basis.
r) Earnings per ordinary share
Basic earnings per share (\u201cEPS\u201d) is calculated by dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
exercise of all potentially dilutive Management Shares in Zegona Limited.
s) Share-based transactions
Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date.
The grant date is the date on which an employer and an employee agree upon the most essential terms and
conditions associated with the award. If shareholder approval is needed, then the grant date is delayed until that
approval has been obtained, unless shareholder approval is considered to be perfunctory.
Share based payment schemes in which Zegona has a choice of settlement are classified as either equity settled
share-based payments or cash-settled share-based payments, depending on Zegona\u2019s ability and intent to settle
in shares, which Zegona has previously communicated its intention to do.
The fair value is expensed through administrative and other operating expenses, with a corresponding increase
in equity through the share-based payment reserve, on a straight-line basis over the period that the employees
or others providing similar services become unconditionally entitled to the awards or vesting period.
The vesting period for these schemes may commence before the legal grant date if the employees have started
to render services in respect of the award before the legal grant date, where there is a shared understanding
of the terms and conditions of the arrangement. Expenses are recognised when the employee starts to render
service to which the award relates. The fair value of the awards is calculated at each accounting reporting period
until the final fair value is measured at the legal grant date.
The dilutive effect of outstanding share-based payments is reflected as share dilution in the computation of
diluted EPS.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-228": { "value": "(a) Basis of preparation The Company and Consolidated Financial Statements for the year ended 31 December 2023 have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 as applicable to companies reporting under international accounting standards. The Company Financial Statements present information about the Company as a separate entity and not about its group. The Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual Statement of Comprehensive Income and related notes that form a part of the Company Financial Statements. The Consolidated Financial Statements include the results of all subsidiaries wholly owned by the Company as listed in note 9. Certain of these subsidiaries, which are listed below, have taken the exemption from preparing individual accounts for the year ended 31 December 2023 by virtue of section 394A of Companies Act 2006. In order to allow these subsidiaries to take the exemption, the Company has given a statutory guarantee of all these companies\u2019 outstanding liabilities as at 31 December 2023: \u2022 Zegona Spanish Holdco Limited (Registered Number: 10159232) \u2022 Zegona Borrower Limited (Registered Number: 10159347) \u2022 Zegona Holdco Limited (Registered Number: 10159604) \u2022 Zegona Topco Limited (Registered Number: 15222039) \u2022 Zegona MidCo Limited (Registered Number: 15222693) \u2022 Zegona Hedge Co Limited (Registered Number: 15259622) \u2022 Zegona Hedge Co II Limited (Registered Number: 15269703) \u2022 Zegona BidCo S.L.U (Registered Number: B56308877) The Consolidated Financial Statements and the Company Financial Statements have been prepared under the historical cost convention except for certain financial assets that have been measured at fair value, as disclosed in note 11. The functional currency of the Company is British pounds sterling (\u201cSterling\u201d or \u00a3) . The Directors have chosen to present the Consolidated Financial Statements and the Company Financial Statements in euros (\u20ac) since it has previously owned investments denominated in euros and expects to make future acquisitions in euro, or euro- correlated assets. All values are rounded to the nearest thousand (\u20ac000) except where otherwise indicated. The principal accounting policies adopted in the preparation of the Consolidated Financial Statements are set out below. The policies have been consistently applied throughout the years presented. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-262": { "value": "The Company and Consolidated Financial Statements for the year ended 31 December 2023 have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 as applicable to companies reporting under international accounting standards. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-263": { "value": "The functional currency of the Company is British pounds sterling (\u201cSterling\u201d or \u00a3) . The Directors have chosen to present the Consolidated Financial Statements and the Company Financial Statements in euros (\u20ac) since it has previously owned investments denominated in euros and expects to make future acquisitions in euro, or euro- correlated assets. All values are rounded to the nearest thousand (\u20ac000) except where otherwise indicated. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-229": { "value": "(b) Going concern The Consolidated and Company Financial Statements have been prepared on the going concern basis, which the Directors consider to be appropriate for the reasons outlined below. The Directors have assessed the going concern assumption during the approval of the Consolidated Financial Statements. This assessment included the consideration of three distinct and separate scenarios being either: \u2013 The proposed acquisition of Vodafone Spain closes (during the first half of 2024) \u2013 The proposed acquisition of Vodafone Spain is delayed post the first half of 2024 ; or \u2013 The proposed acquisition of Vodafone Spain does not close. In considering these scenarios, the Directors have performed a detailed analysis of the impact to working capital and the ability of Zegona or Zegona incorporating Vodafone Spain (the \u201cCombined Group\u201d) to operate as a going concern for a period of at least 12 months from the date of this Annual Report and have concluded that it is appropriate to prepare the Group and Company Financial Statements on a going concern basis under both scenarios. Proposed acquisition closes during the first half of 2024: Should the proposed acquisition close, the Directors have considered the cashflow forecast of the Combined Group considering the impact of the current trading performance of Vodafone Spain, future budgets, planned improvements and other relevant strategic plans and the impact of the following proposed funding structure: \u2022 committed debt financing of \u20ac3,900 million which consists of a term loan of \u20ac500 million and a corporate bridge facility of \u20ac3,400 million; \u2022 \u20ac300 million (\u00a3262 million) in gross proceeds through the Placing of 174,413,535 shares at a price per share of 150 pence; \u2022 \u20ac900 million (\u00a3785 million) in gross proceeds through the Conditional Subscription of 523,240,603 shares at 150 pence per share to EJLSHM Funding Limited; and \u2022 \u20ac0.5 million (\u00a30.5 million) through a separate offering of shares at 150 pence per share. The bridge loan is for a term of 12 months from completion, with two 6-month extension options being available at the discretion of the Zegona Directors. This equity funding and debt financing and related deal costs and fees have been taken into account for the purposes of the going concern assessment. A financial covenant (Consolidated Net Leverage Ratio) is attached to the underwritten financing package which is first measured on 31 March 2025 and then semi annually and is therefore applicable during the assessment period and has been considered. The Company will be in compliance with this covenant in the scenarios considered. In assessing whether the going concern assumption is appropriate under this scenario, the Directors considered the cash flow forecasts of the Combined Group following completion of the proposed acquisition under various scenarios, identifying risks and mitigating factors and assessing whether the Combined Group has sufficient funding to meet its current and contracted commitments as and when they fall due for the going concern assessment period. In performing this assessment, the Directors have considered both a Base Case and a Reasonable Worse Case scenario: Base case In performing this assessment, the Directors have considered a \u201cBase Case\u201d scenario which reflects a realistic expectation of the operations, results and developments in working capital, liquidity and debt of the Combined Group. This Base Case includes improvement assumptions on customer numbers and revenues, direct costs, acquisition and retention costs per customer and customer churn rates together with operating and capital expenditure and Business EBITDaaL 18 measures and net debt assumptions. 18 As defined on page 1. Reasonable worse case In performing this assessment, the Directors have considered a severe but plausible downside scenario including factors that could indicate possible threats including potential negative developments in liquidity, debt and capital, together with reasonable contingencies (the \u201cReasonable worse case\u201d) . This also included a decline in customer numbers and revenues and margin per customers, an increase in customer acquisition and retention costs per customer and an increase in customer churn rates, an increase in operating and capital expenditure and interest rates and a resulting decrease in EBITDaaL19 (25%) measures, together with an increase in interest by 100 \u2013 130 basis points per annum and a number of mitigating actions that, under severe downside scenarios, the directors would aim to take to improve liquidity, such as the deferral or cancellation of non-committed capital spend. The proposed acquisition of Vodafone Spain is delayed post the first half of 2024: The Directors have also considered a delay in closing to post the first half of 2024 and have performed a detailed analysis of the ability of Zegona to continue in operation with sufficient working capital for at least 12 months from the date of this Annual Report. This analysis included consideration of the continuing costs and working capital needs of Zegona and the ability to defer deal advisor fees up to the point of close, to form a severe but plausible downside scenario including stress tests. This analysis also considered steps that the Directors may take to mitigate costs and manage overheads of Zegona during the assessment period. Based on this analysis the Directors have concluded that should closing not take place until after the first half of 2024, that it is appropriate to prepare the Group and Company Financial Statements on a going concern basis under the scenario that close does not happen in the first half of 2024. Proposed acquisition does not close: If the proposed acquisition of Vodafone Spain does not close the Company will have the right (under the terms of the equity raise) to retain the \u20ac300 million equity raised and to utilise this to continue its strategic objective. The Directors consider this will be adequate to enable Zegona to continue as a going concern for a period of at least 12 months from the date of these Group and Company Financial Statements. Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-230": { "value": "(c) New standards and amendments to IFRS Standards, amendments and interpretations effective and adopted by Zegona: The accounting policies adopted in the presentation of the Consolidated and Company Financial Statements reflect the adoption of the following amendments for annual periods beginning on or after 1 January 2023, none of which had a material effect on Zegona.
Standard
Effective date
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
1 January 2023
Definition of Accounting Estimates \u2013 amendments to IAS 8
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 amendments
to IAS 12
1 January 2023
International Tax Reform \u2013 Pillar Two model Rules \u2013 amendments to IAS 12
1 January 2023
New standards and interpretations not yet adopted Certain amendments to accounting standards have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-264": { "value": "Standards, amendments and interpretations effective and adopted by Zegona: The accounting policies adopted in the presentation of the Consolidated and Company Financial Statements reflect the adoption of the following amendments for annual periods beginning on or after 1 January 2023, none of which had a material effect on Zegona.
Standard
Effective date
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
1 January 2023
Definition of Accounting Estimates \u2013 amendments to IAS 8
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 amendments
to IAS 12
1 January 2023
International Tax Reform \u2013 Pillar Two model Rules \u2013 amendments to IAS 12
1 January 2023
", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-265": { "value": "New standards and interpretations not yet adopted Certain amendments to accounting standards have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. ", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-231": { "value": "(d) Basis of consolidation Subsidiaries are entities controlled by the Company, either directly or indirectly. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial information of subsidiaries is included in the Consolidated Financial Statements from the date that control commences until the date that control ceases. Intragroup balances, any gains and losses or income and expenses arising from intragroup transactions, and intragroup cash flows are eliminated on consolidation. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-232": { "value": "e) Foreign currencies Foreign currency transactions Sterling is the functional currency of the Company. Transactions in foreign currencies are recorded at the rates of exchange ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in the Statement of Comprehensive Income. Non-monetary items denominated in foreign currencies are translated at the functional currency spot rates of exchange at each reporting date. Foreign operations The euro is the presentation currency of the Consolidated Financial Statements. For the purpose of presenting the Consolidated Financial Statements, the assets and liabilities of Zegona\u2019s non-euro-denominated functional entities (including subsidiaries, associates and joint ventures) are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Currency translation adjustments arising on the restatement of opening net assets of Zegona\u2019s non-euro denominated functional entities, together with differences between the entities\u2019 results translated at average rates versus closing rates, are recognised in the Statement of Other Comprehensive Income and transferred to the foreign currency translation reserve. All resulting exchange differences are classified as equity until disposal of the foreign operation. On disposal, the cumulative amounts of the exchange differences are recognised as income or expense. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-233": { "value": "f) Revenue and expenses Finance income Interest income from financial assets is recognised using the effective interest method as finance income in the Consolidated Statement of Comprehensive Income. Gains or losses on financial instruments measured at fair value through profit or loss comprise the net change in fair value, excluding interest or dividend income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-285": { "value": "Finance income Interest income from financial assets is recognised using the effective interest method as finance income in the Consolidated Statement of Comprehensive Income. Gains or losses on financial instruments measured at fair value through profit or loss comprise the net change in fair value, excluding interest or dividend income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-266": { "value": "Finance income Interest income from financial assets is recognised using the effective interest method as finance income in the Consolidated Statement of Comprehensive Income. Gains or losses on financial instruments measured at fair value through profit or loss comprise the net change in fair value, excluding interest or dividend income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-234": { "value": "g) Administrative and other operating expenses Administrative and other operating expenses are recognised on an accruals basis, i.e. when the actual flow of the services they represent occurs, regardless of when the resulting monetary or financial flow arises. Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in nature, where the costs are so material individually or collectively that the Directors believe that they require separate presentation and disclosure to avoid distortion of the comparability of corporate costs between periods. These are recognised on an accruals basis and expensed in the Statement of Comprehensive Income unless they are directly related to the issuance of equity instruments in which case they are recognised as a deduction from equity. If qualifying transaction costs are incurred in anticipation of, and directly related to, the issuance of equity instruments and span more than one reporting period, they are deferred until equity instruments are recognised. If the equity instruments are not subsequently issued, the costs are expensed. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-267": { "value": "h) Fair value measurement Zegona measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: \u2022 In the principal market for the asset or liability; or \u2022 In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by Zegona. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Zegona uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: \u2022 Level 1 \u2013 Quoted (unadjusted) market prices in active markets for identical assets or liabilities; \u2022 Level 2 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and \u2022 Level 3 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the Financial Statements at fair value on a recurring basis, Zegona determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-235": { "value": "h) Fair value measurement Zegona measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: \u2022 In the principal market for the asset or liability; or \u2022 In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by Zegona. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Zegona uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: \u2022 Level 1 \u2013 Quoted (unadjusted) market prices in active markets for identical assets or liabilities; \u2022 Level 2 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and \u2022 Level 3 \u2013 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the Financial Statements at fair value on a recurring basis, Zegona determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. i) Financial instruments \u2013 initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement Financial assets, such as trade and other receivables, are classified, at initial recognition, as subsequently measured at fair value through profit or loss (\u201cFVPL\u201d) , amortised cost, or fair value through other comprehensive income (\u201cFVOCI\u201d ) . The classification of a financial asset at initial recognition depends on the financial asset\u2019s contractual cash flow characteristics and Zegona\u2019s business model for managing it. In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are \u2018solely payments of principal and interest\u2019 on the principal amount outstanding (the \u201cSPPI Criterion\u201d ) . Financial assets are initially recognised at their fair value plus, for those financial assets not at fair value through profit or loss, transaction costs. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the settlement date, being the date that an asset is delivered to or by Zegona. Subsequent measurement Zegona\u2019s financial assets are classified into categories: \u2022 Financial assets at amortised cost comprise assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI Criterion. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognised in the Statement of Comprehensive Income. Any gain or loss on derecognition is recognised in the Statement of Comprehensive Income. Zegona holds the Cash and cash equivalents and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less any impairment, based on expected credit losses. Derecognition A financial asset is primarily derecognised and removed from the Statement of Financial Position when: \u2022 The rights to receive cash flows from the asset have expired; or \u2022 Zegona has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a \u2018pass-through\u2019 arrangement; and either (a) Zegona has transferred substantially all the risks and rewards of the asset, or (b) Zegona has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When Zegona has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, Zegona continues to recognise the transferred asset to the extent of its continuing involvement and also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that Zegona has retained. Promissory notes Promissory notes which are financial assets are initially recorded at fair value and subsequently measured at amortised cost. The other reserve (see note 18) is used to record increments and decrements on revaluation; the group transfers amounts from this reserve to retained earnings to match interest income relating to the receivable being charged to the income statement. Financial liabilities Initial recognition and measurement Financial liabilities, such as accruals and trade payables, are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Subsequent measurement Financial liabilities are subsequently measured at amortised cost and in the case of interest-bearing financial liabilities at amortised cost using the effective interest rate method. Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability, the difference of the respective carrying amounts is recognised in the Consolidated Statement of Comprehensive Income. Equity instruments An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Statement of Financial Position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously. j) Impairment of financial assets For trade receivables, Zegona applies a simplified approach in calculating expected credit losses (\u201cECLs\u201d) and recognises a loss allowance based on lifetime ECLs at each reporting date using Zegona\u2019s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-268": { "value": "Financial assets Initial recognition and measurement Financial assets, such as trade and other receivables, are classified, at initial recognition, as subsequently measured at fair value through profit or loss (\u201cFVPL\u201d) , amortised cost, or fair value through other comprehensive income (\u201cFVOCI\u201d ) . The classification of a financial asset at initial recognition depends on the financial asset\u2019s contractual cash flow characteristics and Zegona\u2019s business model for managing it. In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are \u2018solely payments of principal and interest\u2019 on the principal amount outstanding (the \u201cSPPI Criterion\u201d ) . Financial assets are initially recognised at their fair value plus, for those financial assets not at fair value through profit or loss, transaction costs. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the settlement date, being the date that an asset is delivered to or by Zegona. Subsequent measurement Zegona\u2019s financial assets are classified into categories: \u2022 Financial assets at amortised cost comprise assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI Criterion. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognised in the Statement of Comprehensive Income. Any gain or loss on derecognition is recognised in the Statement of Comprehensive Income. Zegona holds the Cash and cash equivalents and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less any impairment, based on expected credit losses. Derecognition A financial asset is primarily derecognised and removed from the Statement of Financial Position when: \u2022 The rights to receive cash flows from the asset have expired; or \u2022 Zegona has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a \u2018pass-through\u2019 arrangement; and either (a) Zegona has transferred substantially all the risks and rewards of the asset, or (b) Zegona has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When Zegona has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, Zegona continues to recognise the transferred asset to the extent of its continuing involvement and also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that Zegona has retained. Promissory notes Promissory notes which are financial assets are initially recorded at fair value and subsequently measured at amortised cost. The other reserve (see note 18) is used to record increments and decrements on revaluation; the group transfers amounts from this reserve to retained earnings to match interest income relating to the receivable being charged to the income statement. j) Impairment of financial assets For trade receivables, Zegona applies a simplified approach in calculating expected credit losses (\u201cECLs\u201d) and recognises a loss allowance based on lifetime ECLs at each reporting date using Zegona\u2019s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-286": { "value": "Derecognition A financial asset is primarily derecognised and removed from the Statement of Financial Position when: \u2022 The rights to receive cash flows from the asset have expired; or \u2022 Zegona has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a \u2018pass-through\u2019 arrangement; and either (a) Zegona has transferred substantially all the risks and rewards of the asset, or (b) Zegona has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When Zegona has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, Zegona continues to recognise the transferred asset to the extent of its continuing involvement and also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that Zegona has retained. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability, the difference of the respective carrying amounts is recognised in the Consolidated Statement of Comprehensive Income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-269": { "value": "Financial liabilities Initial recognition and measurement Financial liabilities, such as accruals and trade payables, are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Subsequent measurement Financial liabilities are subsequently measured at amortised cost and in the case of interest-bearing financial liabilities at amortised cost using the effective interest rate method. Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability, the difference of the respective carrying amounts is recognised in the Consolidated Statement of Comprehensive Income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-270": { "value": "Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Statement of Financial Position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-294": { "value": "j) Impairment of financial assets For trade receivables, Zegona applies a simplified approach in calculating expected credit losses (\u201cECLs\u201d) and recognises a loss allowance based on lifetime ECLs at each reporting date using Zegona\u2019s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-287": { "value": "j) Impairment of financial assets For trade receivables, Zegona applies a simplified approach in calculating expected credit losses (\u201cECLs\u201d) and recognises a loss allowance based on lifetime ECLs at each reporting date using Zegona\u2019s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-236": { "value": "k) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-237": { "value": "l) Prepayments Prepayments are expenses paid or costs incurred in advance by the Company from which economic benefits are expected to flow to the entity in future and such expenses will be amortised over the contractual period or life of the assets or liabilities it relates to. ", "dimensions": { "concept": "zegonacommunications:DescriptionOfAccountingPolicyForPrepayments", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-238": { "value": "m) Investments in subsidiaries Investments in subsidiaries within the Company\u2019s separate Statement of Financial Position are stated at cost less provision for impairment. At the end of each reporting year, the Company assesses whether any specific events or circumstances exist that could suggest an impairment of an investment in a subsidiary and whenever there are indications of an impairment, the Company tests its investments in subsidiaries for impairment to determine whether their recoverable amount has fallen below their carrying amount. The recoverable amount is the greater of fair value less costs to sell and value in use. An impairment loss is recognised when the carrying amount exceeds the recoverable amount. Value in use is the present value of expected future cash flows, calculated using a risk-free market rate of interest, adjusted for the risks specific to the asset. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount; however, the increased carrying amount may not exceed the carrying amount that would have been determined had no impairment loss been recognised in previous years. This reversal of an impairment loss is recognised as income. The Company makes appropriate provision when the recoverable value is less than the carrying amount, provided the latter cannot be recovered by generating sufficient income to cover all the costs and expenses incurred by usage of the asset. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-239": { "value": "n) Share capital Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of new shares are deducted from the share premium reserves balance. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-240": { "value": "o) Dividends payable The Company recognises a liability to pay a dividend when the distribution is authorised and the distribution is no longer at the discretion of the Company. A corresponding amount is recognised directly in equity. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-271": { "value": "p) Corporation tax Corporation tax represents the sum of current and deferred tax for the year. Current tax is the expected tax payable on the taxable income for the year. Taxable profit differs from profit reported in the Consolidated Statement of Comprehensive Income because some items of income and expense are taxable or deductible in different years or may never be taxable or deductible. Zegona\u2019s current tax is calculated using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to taxes payable in respect of previous periods. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is calculated on the tax rates that are expected to apply in the year when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the year end date, and is not discounted. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-241": { "value": "p) Corporation tax Corporation tax represents the sum of current and deferred tax for the year. Current tax is the expected tax payable on the taxable income for the year. Taxable profit differs from profit reported in the Consolidated Statement of Comprehensive Income because some items of income and expense are taxable or deductible in different years or may never be taxable or deductible. Zegona\u2019s current tax is calculated using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to taxes payable in respect of previous periods. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is calculated on the tax rates that are expected to apply in the year when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the year end date, and is not discounted. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-242": { "value": "q) Pension benefits Zegona pays contributions to externally administered pension plans on behalf of employees, or the equivalent contribution is paid in cash to the employee. Zegona has no further payment obligations once the contributions have been paid. The contributions are recognised as an expense on the accrual basis. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-243": { "value": "r) Earnings per ordinary share Basic earnings per share (\u201cEPS\u201d) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume exercise of all potentially dilutive Management Shares in Zegona Limited. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-244": { "value": "s) Share-based transactions Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date. The grant date is the date on which an employer and an employee agree upon the most essential terms and conditions associated with the award. If shareholder approval is needed, then the grant date is delayed until that approval has been obtained, unless shareholder approval is considered to be perfunctory. Share based payment schemes in which Zegona has a choice of settlement are classified as either equity settled share-based payments or cash-settled share-based payments, depending on Zegona\u2019s ability and intent to settle in shares, which Zegona has previously communicated its intention to do. The fair value is expensed through administrative and other operating expenses, with a corresponding increase in equity through the share-based payment reserve, on a straight-line basis over the period that the employees or others providing similar services become unconditionally entitled to the awards or vesting period. The vesting period for these schemes may commence before the legal grant date if the employees have started to render services in respect of the award before the legal grant date, where there is a shared understanding of the terms and conditions of the arrangement. Expenses are recognised when the employee starts to render service to which the award relates. The fair value of the awards is calculated at each accounting reporting period until the final fair value is measured at the legal grant date. The dilutive effect of outstanding share-based payments is reflected as share dilution in the computation of diluted EPS.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-245": { "value": "
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The Consolidated Financial Statements reflect management\u2019s choice of accounting policies, assumptions and
estimates. 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. In
view of the inherent uncertainties and the high level of subjectivity involved in the recognition or measurement
of items outlined below, it is possible that the outcomes in the next financial year could differ from those on
which management\u2019s estimates are based. This could result in materially different estimates and judgement
from those reached by management for the purpose of these Consolidated Financial Statements.
The main accounting judgements and estimates used by the Directors in applying the accounting policies of
Zegona that had the greatest impact on the Consolidated Financial Statements in the current year are:
Accounting judgements
\u2022 Going concern. Zegona\u2019s assessment of the entity\u2019s ability to continue as a going concern involves judgment
with respect to its ability to meet liabilities as they fall due for a period of at least twelve months from the
approval of the financial statements, including the consideration around the proposed acquisition of the
Vodafone Spain Group by Zegona and the ability of Zegona to continue to operate as a going concern should
the proposed acquisition not complete. An explanation of the key judgements made in determining that the
Zegona continues to be a going concern is provided in note 2.
\u2022 Significant project costs related to the acquisition of Vodafone Spain. Significant project costs of \u20ac8.5 million
(2022: \u20ac26 thousand) were incurred during the year. A methodology based on the allocation of time spent
has been applied to determine whether costs are related to the issuance of shares, the arrangement of debt
facilities or the proposed acquisition of Vodafone Spain, which require different accounting treatments. This
methodology is considered to be judgemental. See note 24 for details around the proposed acquisition of
Vodafone Spain.
\u2022 The recoverability of the income tax receivable. During 2021, Zegona was required to pay two charging
notices totalling \u00a34.4 million issued by HMRC in respect of the EU Commission\u2019s decision that the Group
Financing Exemption contained within the UK\u2019s Controlled Foreign Company legislation constituted State Aid.
In prior periods, Zegona had concluded that no provision was required on the basis that it was not probable
that there would ultimately be an outflow of resources required to settle the obligation. Consequently,
Zegona has continued to record an income tax receivable on payment of the charging notices and has
continued to evaluate the receivable for recoverability. The determination of whether an outflow is more
likely than not requires judgement. An explanation of the key judgements made in determining that the
receivable continues to be recoverable is provided in note 13.
Accounting estimates
\u2022 Fair value and imputed interest on the \u20ac900m promissory note receivable. As the \u20ac900 million promissory
note receivable from EJLSHM Funding Limited is interest free, Zegona has calculated the fair value of this
receivable on the date of issuance which resulted in a of \u20ac8.9 million discount to its recorded value and
imputed interest over the expected life of the receivable which resulted in interest income recognised in the
2023 year of \u20ac5.1 million. In calculating these amounts Zegona has estimated a 5% as the rate of imputed
interest and a maturity date of 31 January 2024 at the date of recognition of the receivable. This rate is in
line with the 5% rate the redeemable preference shares issued by EJLSHM Funding Limited accrue at as part
of the proposed acquisition of Vodafone Spain (see note 24) .
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-246": { "value": "
4. SEGMENTAL ANALYSIS
Zegona and its subsidiaries are organised as a single business which seeks to generate shareholder returns by
applying its Buy-Fix-Sell strategy to European TMT assets. The chief operating decision maker is considered to
be the Board, which only receives consolidated information which does not include an analysis of either profit
and loss or assets and liabilities to any lower level. Zegona has therefore concluded that it only has a single
operating segment for which the measure of performance is Zegona\u2019s consolidated loss for the period from
continuing operations and all amounts required to be disclosed in accordance with paragraph 23-24 of IFRS 8
Operating Segments are the same as the equivalent consolidated amounts disclosed elsewhere in these financial
statements. All non-current assets are domiciled in the United Kingdom.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-247": { "value": "
5. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 CORPORATE COSTS
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Salaries, bonuses and staff benefits
2,717
2,212
Employment related tax
377
333
Pension costs
270
239
Other operating costs
1,381
487
Corporate costs
4,745
3,271
Staff numbers
The average number of employees (including Executive Directors but excluding Non-Executive Directors) during
the year by activity was as follows:
Consolidated Consolidated
2023 2022
Operations
3
6
Administration
1
1
4
7
Further information in relation to pay and remuneration of the Directors can be found in the Directors\u2019
Remuneration Report, starting on page 30.
6. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 SIGNIFICANT PROJECT COSTS
Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in
nature, where the costs are so material individually or collectively that the Directors believe that they require
separate presentation and disclosure to avoid distortion of the comparability of corporate costs between
periods. The classification of projects as significant is subjective in nature and therefore judgement is required in
its determination and is a matter of qualitative assessment. Significant projects are usually related to acquisition
or joint venture transactions where incremental and identifiable external costs are incurred by Zegona in order
to make or evaluate the potential transaction, even if it is not consummated.
In 2023, \u20ac8.5 million (2022: \u20ac26 thousand) of significant project costs recognised were principally professional
fees in relation to the proposed acquisition of Vodafone Spain.
23. AUDITOR\u2019S REMUNERATION
2023 2022
\u20ac\u2019000 \u20ac\u2019000
Fees for the audit of the Company\u2019s annual accounts
393
129
Total audit fees
393
129
Fees for the review of interim financial statements
43
\u2013
Other fees relating to the equity raise prospectus
144
\u2013
Total non-audit fees
187
\u2013
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-297": { "value": "5. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 CORPORATE COSTS
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Salaries, bonuses and staff benefits
2,717
2,212
Employment related tax
377
333
Pension costs
270
239
Other operating costs
1,381
487
Corporate costs
4,745
3,271
Staff numbers The average number of employees (including Executive Directors but excluding Non-Executive Directors) during the year by activity was as follows:
Consolidated Consolidated
2023 2022
Operations
3
6
Administration
1
1
4
7
Further information in relation to pay and remuneration of the Directors can be found in the Directors\u2019 Remuneration Report, starting on page 30. 6. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 SIGNIFICANT PROJECT COSTS Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in nature, where the costs are so material individually or collectively that the Directors believe that they require separate presentation and disclosure to avoid distortion of the comparability of corporate costs between periods. The classification of projects as significant is subjective in nature and therefore judgement is required in its determination and is a matter of qualitative assessment. Significant projects are usually related to acquisition or joint venture transactions where incremental and identifiable external costs are incurred by Zegona in order to make or evaluate the potential transaction, even if it is not consummated. In 2023, \u20ac8.5 million (2022: \u20ac26 thousand) of significant project costs recognised were principally professional fees in relation to the proposed acquisition of Vodafone Spain. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-295": { "value": "5. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 CORPORATE COSTS
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Salaries, bonuses and staff benefits
2,717
2,212
Employment related tax
377
333
Pension costs
270
239
Other operating costs
1,381
487
Corporate costs
4,745
3,271
Staff numbers The average number of employees (including Executive Directors but excluding Non-Executive Directors) during the year by activity was as follows:
Consolidated Consolidated
2023 2022
Operations
3
6
Administration
1
1
4
7
Further information in relation to pay and remuneration of the Directors can be found in the Directors\u2019 Remuneration Report, starting on page 30. 6. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 SIGNIFICANT PROJECT COSTS Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in nature, where the costs are so material individually or collectively that the Directors believe that they require separate presentation and disclosure to avoid distortion of the comparability of corporate costs between periods. The classification of projects as significant is subjective in nature and therefore judgement is required in its determination and is a matter of qualitative assessment. Significant projects are usually related to acquisition or joint venture transactions where incremental and identifiable external costs are incurred by Zegona in order to make or evaluate the potential transaction, even if it is not consummated. In 2023, \u20ac8.5 million (2022: \u20ac26 thousand) of significant project costs recognised were principally professional fees in relation to the proposed acquisition of Vodafone Spain. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-288": { "value": "5. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 CORPORATE COSTS
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Salaries, bonuses and staff benefits
2,717
2,212
Employment related tax
377
333
Pension costs
270
239
Other operating costs
1,381
487
Corporate costs
4,745
3,271
Staff numbers The average number of employees (including Executive Directors but excluding Non-Executive Directors) during the year by activity was as follows:
Consolidated Consolidated
2023 2022
Operations
3
6
Administration
1
1
4
7
Further information in relation to pay and remuneration of the Directors can be found in the Directors\u2019 Remuneration Report, starting on page 30. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-272": { "value": "5. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 CORPORATE COSTS
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Salaries, bonuses and staff benefits
2,717
2,212
Employment related tax
377
333
Pension costs
270
239
Other operating costs
1,381
487
Corporate costs
4,745
3,271
Staff numbers The average number of employees (including Executive Directors but excluding Non-Executive Directors) during the year by activity was as follows:
Consolidated Consolidated
2023 2022
Operations
3
6
Administration
1
1
4
7
Further information in relation to pay and remuneration of the Directors can be found in the Directors\u2019 Remuneration Report, starting on page 30. 6. ADMINISTRATIVE AND OTHER OPERATING EXPENSES \u2013 SIGNIFICANT PROJECT COSTS Significant project costs are those incurred on projects that are considered to be one-off or non-recurring in nature, where the costs are so material individually or collectively that the Directors believe that they require separate presentation and disclosure to avoid distortion of the comparability of corporate costs between periods. The classification of projects as significant is subjective in nature and therefore judgement is required in its determination and is a matter of qualitative assessment. Significant projects are usually related to acquisition or joint venture transactions where incremental and identifiable external costs are incurred by Zegona in order to make or evaluate the potential transaction, even if it is not consummated. In 2023, \u20ac8.5 million (2022: \u20ac26 thousand) of significant project costs recognised were principally professional fees in relation to the proposed acquisition of Vodafone Spain. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-248": { "value": "
7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily
driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the
proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at
the reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-300": { "value": "7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at the reporting date.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-298": { "value": "7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at the reporting date.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-296": { "value": "7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at the reporting date.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-289": { "value": "7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at the reporting date.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-273": { "value": "7. FINANCE INCOME AND COSTS
Consolidated Consolidated
2023 2022
Note \u20ac000 \u20ac000
Bank interest
546
25
Interest income on promissory note
5,137
\u2013
12
Finance income
5,683
25
Interest on bank borrowings and bank charges
(4)
(4)
Finance costs
(4)
(4)
Exchange differences
(7,847)
(3)
Foreign exchange losses
(7,847)
(3)
In 2023, the Company also incurred \u20ac7.8 million of foreign exchange losses (2022: loss of \u20ac3 thousand) , primarily driven by the revaluation of the \u20ac1,187.7 million of euro denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities (see note 17) , to the Company\u2019s functional currency of Sterling at the reporting date.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-249": { "value": "
8. TAXATION
Consolidated Consolidated
2023 2022
\u20ac000 \u20ac000
Current tax expense
Current year
\u2013
\u2013
Income tax expense for the year
\u2013
\u2013
Zegona believes that no accruals for tax liabilities are required for all open tax years based on its assessments of
many factors, including interpretations of tax law and prior experience.
Reconciliation of effective tax rate
Consolidated Consolidated
2023 2022
\u20ac\u2019000 \u20ac\u2019000
(Loss) before tax from continuing operations
(15,551)
(3,312)
At UK statutory income tax rate (23.5% (2022: 19%) )
(3,655)
(629)
Expenses not deductible for tax purposes*
2,023
26
Consolidated foreign exchange losses not recognised in the Company\u2019s
Income Statement*
1,419
\u2013
Unrecognised tax losses*
213
602
Income tax expense
\u2013
\u2013
* At UK statutory income tax rate (23.5% blended rate (2022: 19%) )
The majority of significant project costs are not deductible for tax purposes as the projects relate to acquisitions
or disposals and are therefore capital in nature.
Unrecognised deferred tax assets
Deferred tax assets of the UK tax-resident companies of \u20ac9.6 million (2022: \u20ac9.4 million) have not been recognised
in respect of tax losses, because it is not probable that future taxable profit will be available against which the
companies can maximise the benefits therefrom. Under UK law there is no expiry for the use of tax losses.
The UK corporation rate increased to 25% from 1 April 2023. Consequently, Zegona has measured its unrecognised
UK deferred tax assets at the end of the reporting period at the rate of 25%.
13. INCOME TAX RECEIVABLE In August 2019, the European Commission (the \u201cEC\u201d) concluded that the Group Financing Exemption contained within the UK\u2019s Controlled Foreign Company (\u201cCFC\u201d) legislation amounted to illegal state aid to the extent that there were UK Significant People or Function (\u201cSPF\u201d) activities involved in generating non-trading finance profits. Zegona engaged an independent tax adviser to undertake a review of its historic financing structures which identified a small proportion of activities performed by UK personnel. On this basis, Zegona estimated that if the conclusion is upheld, a potential tax liability of between \u20ac1 million and \u20ac1.8 million may exist. The UK Government is required to recover the state aid in the meantime and Zegona paid two charging notices issued by HMRC in February and June of 2021 for \u00a34.4 million, (\u20ac5.1 million) which is 100% of the CFC tax relief received and interest thereon. These notices are a charging mechanism only and if the decision is annulled the money will be repaid. Zegona submitted an appeal against the charging notices 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\u2019s original decision are known, which may take several years. Both the UK Government and a number of other impacted taxpayers have submitted appeals to the EU General Court to annul the Commission\u2019s findings. On 8 June 2022, the General Court of the Court of Justice of the European Union (\u201cCJEU\u201d) found in favour of the Commission\u2019s decision. The UK Government has now announced that it has lodged an appeal of the decision with the Court of Justice. If the UK Government\u2019s appeals are ultimately successful, Zegona will be entitled to recover the amounts already paid and will suffer no loss. Despite the decision of the General Court, based on its current assessment and also supported by external professional advice, Zegona believes that the UK Government\u2019s appeal will likely be successful. As a result, Zegona continues to believe that it has no liability. A long-term current tax receivable of \u20ac5.1 million (2022: \u20ac4.9 million 20 ) .has therefore continued to be recognized in respect of the amounts paid. Any appeal of the General Court decision to the Court of Justice, and the progress of the UK Tax Authority challenge into the historic financing arrangements of the Group, will continue to be monitored by Management.", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-299": { "value": "Unrecognised deferred tax assets Deferred tax assets of the UK tax-resident companies of \u20ac9.6 million (2022: \u20ac9.4 million) have not been recognised in respect of tax losses, because it is not probable that future taxable profit will be available against which the companies can maximise the benefits therefrom. Under UK law there is no expiry for the use of tax losses. The UK corporation rate increased to 25% from 1 April 2023. Consequently, Zegona has measured its unrecognised UK deferred tax assets at the end of the reporting period at the rate of 25%. 12. PREPAYMENTS AND OTHER RECEIVABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,831
19
Accrued interest on loans
\u2013
24
VAT recoverable
137
32
Other receivables
1,186,580
\u2013
Total
1,189,548
75
Prepayments predominantly relates to prepaid bank fees from the arrangement of financing for the proposed acquisition of Vodafone Spain (note 24) . Other receivables consists of proceeds from the issuance of shares (see note 17 for details of shares issued during the year) , specifically: \u2022 \u20ac290 million (2022: \u20acnil) proceeds from the share placing is held in escrow by a third party to fund the proposed acquisition of Vodafone Spain. Release of the funds from escrow is conditional upon the completion of the proposed acquisition of Vodafone Spain and requires a jointly issued instruction from both Zegona and Vodafone Europe B.V. The escrow funds are interest bearing, and the interest income is accrued in the escrow account for the benefit of Zegona. \u2022 \u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest, and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,829
19
Amounts due from subsidiary undertakings
94
1,754
VAT recoverable
137
32
Other receivables
896,278
\u2013
Total
899,338
1,805
\u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest, and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%. 13. INCOME TAX RECEIVABLE In August 2019, the European Commission (the \u201cEC\u201d) concluded that the Group Financing Exemption contained within the UK\u2019s Controlled Foreign Company (\u201cCFC\u201d) legislation amounted to illegal state aid to the extent that there were UK Significant People or Function (\u201cSPF\u201d) activities involved in generating non-trading finance profits. Zegona engaged an independent tax adviser to undertake a review of its historic financing structures which identified a small proportion of activities performed by UK personnel. On this basis, Zegona estimated that if the conclusion is upheld, a potential tax liability of between \u20ac1 million and \u20ac1.8 million may exist. The UK Government is required to recover the state aid in the meantime and Zegona paid two charging notices issued by HMRC in February and June of 2021 for \u00a34.4 million, (\u20ac5.1 million) which is 100% of the CFC tax relief received and interest thereon. These notices are a charging mechanism only and if the decision is annulled the money will be repaid. Zegona submitted an appeal against the charging notices 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\u2019s original decision are known, which may take several years. Both the UK Government and a number of other impacted taxpayers have submitted appeals to the EU General Court to annul the Commission\u2019s findings. On 8 June 2022, the General Court of the Court of Justice of the European Union (\u201cCJEU\u201d) found in favour of the Commission\u2019s decision. The UK Government has now announced that it has lodged an appeal of the decision with the Court of Justice. If the UK Government\u2019s appeals are ultimately successful, Zegona will be entitled to recover the amounts already paid and will suffer no loss. Despite the decision of the General Court, based on its current assessment and also supported by external professional advice, Zegona believes that the UK Government\u2019s appeal will likely be successful. As a result, Zegona continues to believe that it has no liability. A long-term current tax receivable of \u20ac5.1 million (2022: \u20ac4.9 million 20 ) .has therefore continued to be recognized in respect of the amounts paid. Any appeal of the General Court decision to the Court of Justice, and the progress of the UK Tax Authority challenge into the historic financing arrangements of the Group, will continue to be monitored by Management.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-290": { "value": "Unrecognised deferred tax assets Deferred tax assets of the UK tax-resident companies of \u20ac9.6 million (2022: \u20ac9.4 million) have not been recognised in respect of tax losses, because it is not probable that future taxable profit will be available against which the companies can maximise the benefits therefrom. Under UK law there is no expiry for the use of tax losses. The UK corporation rate increased to 25% from 1 April 2023. Consequently, Zegona has measured its unrecognised UK deferred tax assets at the end of the reporting period at the rate of 25%. 13. INCOME TAX RECEIVABLE In August 2019, the European Commission (the \u201cEC\u201d) concluded that the Group Financing Exemption contained within the UK\u2019s Controlled Foreign Company (\u201cCFC\u201d) legislation amounted to illegal state aid to the extent that there were UK Significant People or Function (\u201cSPF\u201d) activities involved in generating non-trading finance profits. Zegona engaged an independent tax adviser to undertake a review of its historic financing structures which identified a small proportion of activities performed by UK personnel. On this basis, Zegona estimated that if the conclusion is upheld, a potential tax liability of between \u20ac1 million and \u20ac1.8 million may exist. The UK Government is required to recover the state aid in the meantime and Zegona paid two charging notices issued by HMRC in February and June of 2021 for \u00a34.4 million, (\u20ac5.1 million) which is 100% of the CFC tax relief received and interest thereon. These notices are a charging mechanism only and if the decision is annulled the money will be repaid. Zegona submitted an appeal against the charging notices 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\u2019s original decision are known, which may take several years. Both the UK Government and a number of other impacted taxpayers have submitted appeals to the EU General Court to annul the Commission\u2019s findings. On 8 June 2022, the General Court of the Court of Justice of the European Union (\u201cCJEU\u201d) found in favour of the Commission\u2019s decision. The UK Government has now announced that it has lodged an appeal of the decision with the Court of Justice. If the UK Government\u2019s appeals are ultimately successful, Zegona will be entitled to recover the amounts already paid and will suffer no loss. Despite the decision of the General Court, based on its current assessment and also supported by external professional advice, Zegona believes that the UK Government\u2019s appeal will likely be successful. As a result, Zegona continues to believe that it has no liability. A long-term current tax receivable of \u20ac5.1 million (2022: \u20ac4.9 million 20 ) .has therefore continued to be recognized in respect of the amounts paid. Any appeal of the General Court decision to the Court of Justice, and the progress of the UK Tax Authority challenge into the historic financing arrangements of the Group, will continue to be monitored by Management.", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-274": { "value": "Unrecognised deferred tax assets Deferred tax assets of the UK tax-resident companies of \u20ac9.6 million (2022: \u20ac9.4 million) have not been recognised in respect of tax losses, because it is not probable that future taxable profit will be available against which the companies can maximise the benefits therefrom. Under UK law there is no expiry for the use of tax losses. The UK corporation rate increased to 25% from 1 April 2023. Consequently, Zegona has measured its unrecognised UK deferred tax assets at the end of the reporting period at the rate of 25%. ", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-250": { "value": "
9. INVESTMENT IN SUBSIDIARIES
The Consolidated Financial Statements in the current year include the following subsidiaries:
Shares held Shares held
directly indirectly
Country of by the by the
Subsidiary
Nature of business
incorporation Company Company
Zegona Limited
Incentive company
Jersey (1)
100%
\u2013
Zegona Spanish Holdco Limited
Dormant
England and Wales (2)
100%
Zegona Borrower Limited
Dormant
England and Wales (2)
100%
Zegona Holdco Limited
Dormant
England and Wales (2)
\u2013
100%
Zegona Topco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Midco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Hedge Co Limited
Financing company
England and Wales (2)
100%
\u2013
Zegona Hedge Co II Limited
Financing company
England and Wales (2)
100%
Zegona BidCo S.L.U
Acquisition vehicle
Spain (3)
\u2013
100%
The registered office addresses of the subsidiaries are:
1. 47 Esplanade, St Helier, Jersey, JE1 0BD
2. 8 Sackville St, Mayfair, London, W1S 3DG
3. Avenida del Dr. Arce, 14, Bajo, 28002 Madrid, Spain
There are no restrictions on the Company\u2019s ability to access or use the assets and settle the liabilities of the
Company\u2019s subsidiaries, other than immaterial assets controlled by liquidators.
Carrying value of the Company\u2019s direct investment in subsidiary
2022
During 2022, Zegona Limited continued to pay cash expenses on behalf of the Group. These outflows prompted
Zegona to review whether the carrying value of the investment in subsidiary was recoverable as at 31 December
2022.
Following these reviews, the carrying value of the investment was impaired by \u20ac3.0 million in total, which has
been recognised in the profit or loss of the Company and included within the movement in retained earnings in
the Company\u2019s statement of financial position.
The recoverable amount of the Company\u2019s investment in subsidiary at 31 December 2022 was \u20ac3.7 million, being
its fair value less costs of disposal. The fair value measurement is categorised within level 3 of the fair value
hierarchy. The fair value was based on an adjusted net asset method, whereby the fair values of the recognised
and unrecognised assets and liabilities of Zegona Limited were directly measured.
2023
In 2023, the investment in subsidiary balance increased by \u20ac1,198 million. This relates to the additional capital
contribution of \u20ac290 million in Zegona Limited, as well as a \u00a3787 million (\u20ac900 million) subscription for ordinary
shares in Zegona Hedge Co Limited.
As of 31 December 2023, Company has assessed whether any specific events or circumstances exist that could
suggest impairment for investment in subsidiaries and concluded that there are no impairment indicators present.
Thus, no impairment losses required to be recognised in the current reporting period.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-291": { "value": "9. INVESTMENT IN SUBSIDIARIES The Consolidated Financial Statements in the current year include the following subsidiaries:
Shares held Shares held
directly indirectly
Country of by the by the
Subsidiary
Nature of business
incorporation Company Company
Zegona Limited
Incentive company
Jersey (1)
100%
\u2013
Zegona Spanish Holdco Limited
Dormant
England and Wales (2)
100%
Zegona Borrower Limited
Dormant
England and Wales (2)
100%
Zegona Holdco Limited
Dormant
England and Wales (2)
\u2013
100%
Zegona Topco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Midco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Hedge Co Limited
Financing company
England and Wales (2)
100%
\u2013
Zegona Hedge Co II Limited
Financing company
England and Wales (2)
100%
Zegona BidCo S.L.U
Acquisition vehicle
Spain (3)
\u2013
100%
The registered office addresses of the subsidiaries are: 1. 47 Esplanade, St Helier, Jersey, JE1 0BD 2. 8 Sackville St, Mayfair, London, W1S 3DG 3. Avenida del Dr. Arce, 14, Bajo, 28002 Madrid, Spain There are no restrictions on the Company\u2019s ability to access or use the assets and settle the liabilities of the Company\u2019s subsidiaries, other than immaterial assets controlled by liquidators. Carrying value of the Company\u2019s direct investment in subsidiary 2022 During 2022, Zegona Limited continued to pay cash expenses on behalf of the Group. These outflows prompted Zegona to review whether the carrying value of the investment in subsidiary was recoverable as at 31 December 2022. Following these reviews, the carrying value of the investment was impaired by \u20ac3.0 million in total, which has been recognised in the profit or loss of the Company and included within the movement in retained earnings in the Company\u2019s statement of financial position. The recoverable amount of the Company\u2019s investment in subsidiary at 31 December 2022 was \u20ac3.7 million, being its fair value less costs of disposal. The fair value measurement is categorised within level 3 of the fair value hierarchy. The fair value was based on an adjusted net asset method, whereby the fair values of the recognised and unrecognised assets and liabilities of Zegona Limited were directly measured. 2023 In 2023, the investment in subsidiary balance increased by \u20ac1,198 million. This relates to the additional capital contribution of \u20ac290 million in Zegona Limited, as well as a \u00a3787 million (\u20ac900 million) subscription for ordinary shares in Zegona Hedge Co Limited. As of 31 December 2023, Company has assessed whether any specific events or circumstances exist that could suggest impairment for investment in subsidiaries and concluded that there are no impairment indicators present. Thus, no impairment losses required to be recognised in the current reporting period.", "dimensions": { "concept": "ifrs-full:DisclosureOfCompositionOfGroupExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-275": { "value": "9. INVESTMENT IN SUBSIDIARIES The Consolidated Financial Statements in the current year include the following subsidiaries:
Shares held Shares held
directly indirectly
Country of by the by the
Subsidiary
Nature of business
incorporation Company Company
Zegona Limited
Incentive company
Jersey (1)
100%
\u2013
Zegona Spanish Holdco Limited
Dormant
England and Wales (2)
100%
Zegona Borrower Limited
Dormant
England and Wales (2)
100%
Zegona Holdco Limited
Dormant
England and Wales (2)
\u2013
100%
Zegona Topco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Midco Limited
Financing company
England and Wales (2)
\u2013
100%
Zegona Hedge Co Limited
Financing company
England and Wales (2)
100%
\u2013
Zegona Hedge Co II Limited
Financing company
England and Wales (2)
100%
Zegona BidCo S.L.U
Acquisition vehicle
Spain (3)
\u2013
100%
The registered office addresses of the subsidiaries are: 1. 47 Esplanade, St Helier, Jersey, JE1 0BD 2. 8 Sackville St, Mayfair, London, W1S 3DG 3. Avenida del Dr. Arce, 14, Bajo, 28002 Madrid, Spain There are no restrictions on the Company\u2019s ability to access or use the assets and settle the liabilities of the Company\u2019s subsidiaries, other than immaterial assets controlled by liquidators. Carrying value of the Company\u2019s direct investment in subsidiary 2022 During 2022, Zegona Limited continued to pay cash expenses on behalf of the Group. These outflows prompted Zegona to review whether the carrying value of the investment in subsidiary was recoverable as at 31 December 2022. Following these reviews, the carrying value of the investment was impaired by \u20ac3.0 million in total, which has been recognised in the profit or loss of the Company and included within the movement in retained earnings in the Company\u2019s statement of financial position. The recoverable amount of the Company\u2019s investment in subsidiary at 31 December 2022 was \u20ac3.7 million, being its fair value less costs of disposal. The fair value measurement is categorised within level 3 of the fair value hierarchy. The fair value was based on an adjusted net asset method, whereby the fair values of the recognised and unrecognised assets and liabilities of Zegona Limited were directly measured. 2023 In 2023, the investment in subsidiary balance increased by \u20ac1,198 million. This relates to the additional capital contribution of \u20ac290 million in Zegona Limited, as well as a \u00a3787 million (\u20ac900 million) subscription for ordinary shares in Zegona Hedge Co Limited. As of 31 December 2023, Company has assessed whether any specific events or circumstances exist that could suggest impairment for investment in subsidiaries and concluded that there are no impairment indicators present. Thus, no impairment losses required to be recognised in the current reporting period.", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-251": { "value": "
10. FINANCIAL RISK MANAGEMENT
Zegona\u2019s activities expose it to market risk, principally interest rate risk and currency risk, as described below.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market interest rate. Zegona\u2019s exposure to interest rate risk is limited as its facilities are currently
undrawn.
During the year Zegona entered into a Corporate Bridge Facility, a Term Loan A Facility and a Revolving Credit
Facility to finance the acquisition of Vodafone Spain. These facilities were not drawn down during the year, and
as such do not present any interest rate risks. Further details are presented in note 15. When drawn down, the
three borrowing facilities will be subject to floating rates of interest linked to EURIBOR. The overdraft facility that
was available to the group for the year ended 31 December 2022 expired during the year and was not renewed.
Interest expense is presented in note 7.
Foreign currency risk
The Board and the Chief Financial Officer control and monitor financial risk management, including foreign
currency risk, in accordance with internal policy and the strategic plan defined by the Board. Zegona is exposed
to two types of exchange risk: transaction and translation risk.
Transaction risk is the risk of loss that Zegona bears when it enters into monetary transactions denominated
in currencies other than Sterling, the currency in which Zegona operates. A loss (or gain) may occur due to
the change in relative value of currencies from the date on which the transaction is entered to the date the
settlement takes place.
The table below show the impact of a 10% movement in Sterling against the Euro on the translation of Zegona\u2019s
monetary net assets that are denominated in Euro as at 31 December 2023.
+/- 10%
movement
Currency impact \u00a3\u2019000
Euro-denominated monetary net assets
-/+ 93,575
Credit risk
Credit risk arises from cash and cash equivalents, prepayments and other financial instruments. Zegona\u2019s
objective is to minimise credit risk as far as possible and uses the ratings awarded by independent agencies,
where available, otherwise Zegona assesses the counterparty\u2019s credit rating taking into account its financial
situation, past experience and other factors. There are no material financial assets that are written down, past
due or impaired as at 31 December 2023, and there is no collateral or other credit enhancement feature on
Zegona\u2019s financial assets.
The material exposures to credit risk by credit quality classification and external rating at 31 December 2023 are
shown in the table below:
Cash and cash Other
External credit equivalents receivables Total
Quality classification rating \u20ac000 \u20ac000 \u20ac000
Strong
A- and above
4,648
290,302
294,950
Strong
\u2013
896,278
896,278
N/A
4,648
1,186,580
1,191,228
1
2
1 Other receivables of \u20ac290.3 million consists of \u20ac290 million cash held in Escrow and accrued interest of \u20ac302 thousands.
2 The \u20ac896 million other receivable relates to the promissory note from EJLSHM Funding Limited and is receivable upon completion of
the proposed acquisition of Vodafone Spain (see note 12 and note 24) . A conditional agreement is in place for the Vodafone Group to
fund EJLSHM Funding Limited upon the completion of the Acquisition. In the event that the Acquisition does not complete, there are
agreed mechanisms to buyback the ordinary shares held by EJLSHM Funding Limited in consideration for the set-off of the promissory
note which would unwind this receivable and would not present Zegona with a credit loss.
Furthermore, the maturity of this financial asset is not yet due and it is expected to be settled within less than a year. The Directors
have therefore considered this to be of a \u2018strong\u2019 credit quality classification.
Credit quality classification definitions:
\u2022 Strong exposures demonstrate a strong capacity to meet financial commitments, with negligible or low
probability of default and/or low levels of expected loss.
The Directors consider that the carrying amounts best represent the maximum exposure to credit risk.
In accordance with IFRS 9, an expected credit loss assessment on the above financial assets has been performed.
Based on the investment ratings of the counterparties and their corresponding default rates, the credit risks are
assessed to be low and the estimated expected losses calculated are immaterial. Accordingly, no provision for
adjustments for such credit loss have been made as at the reporting date of 31 December 2023.
Liquidity risk
Prudent liquidity risk management implies holding sufficient cash and marketable securities and the availability
of financing through a sufficient level of available credit lines. Management assesses regularly Zegona\u2019s liquidity
forecasts which consider cashflow projections and existing facilities.
At 31 December 2023, Zegona had cash balances held with banks amounting to \u20ac4.6 million (2022: \u20ac5.8 million) ,
compared to Zegona\u2019s total liabilities amounting to \u20ac18.4 million (2022: \u20ac0.4 million) .
In addition, as at 31 December 2023 Zegona had undrawn facilities of \u20ac4,700 million (2022: undrawn overdraft
facilities of \u00a31.5 million, equivalent to \u20ac1.7 million repayable on demand) comprising the Corporate Bridge Loan
of \u20ac3,700 million, Term Loan A Facility of \u20ac500 million and Revolving Credit Facility of \u20ac500 million.
Maturities of financial liabilities
The tables below analyse the group\u2019s financial liabilities into relevant maturity groupings based on their
contractual maturities for non-derivative financial liabilities.
The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
Total contractual Carrying
Contractual maturities of 0-12 months cash flows amount
financial liabilities \u20ac000 \u20ac000 \u20ac000
At 31 December 2023
Trade payables
1,168
1,168
1,168
Other accruals
16,432
16,432
16,432
Total non-derivatives
17,600
17,600
17,600
At 31 December 2022
Trade payables
208
208
208
Other accruals
194
194
194
Total non-derivatives
402
402
402
19. CAPITAL MANAGEMENT Our objective when managing capital is to maintain a flexible capital structure that optimises the costs and availability of capital at acceptable risk with the primary objective of maximising shareholder value. In the management of capital and its definition, we include share capital and all equity reserves attributable to the equity holders of the Company. Zegona manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of any covenants. To maintain or adjust the capital structure, Zegona may adjust the dividend payment to shareholders, return capital to shareholders, make distributions of non-cash assets to shareholders or issue new shares. During 2023, Zegona issued 697,976,986 new shares (refer to note 17) and entered into three new borrowing facility agreements, which remain undrawn at year end (refer to note 15) . The Company currently has authorisation to make market purchases of up to 798,302 ordinary shares (within specified price parameters) which was 15% of the issued ordinary share capital at the date of issuance of its 2022 Annual Report. This authorisation will continue until the end of the 2024 AGM. Any shares repurchased by the Company pursuant to this authority may be held in treasury and subsequently resold for cash, cancelled or used for employee share scheme purposes.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-252": { "value": "
11. FINANCIAL INSTRUMENTS
The following tables shows the carrying amounts and the fair values of financial assets and financial liabilities. It
does not include fair value information for financial assets and financial liabilities measured at amortised costs as
their carrying amount is a reasonable approximation of fair value.
Financial instrument classification and fair values \u2013 Consolidated
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
1,186,580
\u2013
75
Cash and cash equivalents
\u2013
4,648
\u2013
5,890
Total current financial assets
\u2013
1,191,228
\u2013
5,965
Accruals and other payables
14
\u2013
17,600
\u2013
402
Total current financial
liabilities
\u2013
17,600
\u2013
402
The Directors consider that the carrying amounts of the financial instruments measured at amortised cost equate
to their fair values.
\u20ac0.8 million (2022: nil) in Cash and cash equivalents relates to cash held by Zegona in trust for EJLSHM Funding
Limited and EJLSHM Holdings Limited. Zegona agreed that the beneficial interest of funds equal to this sum will
be held on trust for the two entities, intended specifically to be used for these entities in the future.
Financial instrument classification and fair values \u2013 Company
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
896,372
\u2013
1,805
Cash and cash equivalents
\u2013
2,875
\u2013
337
Total current financial assets
\u2013
899,247
\u2013
2,142
Accruals and other payables
14
\u2013
917,517
\u2013
235
Total current financial
liabilities
\u2013
917,517
\u2013
235
15. BANK BORROWINGS
On 31 October 2023, the Group entered into a Corporate Bridge Facility and a Term Loan A Facility to finance
the acquisition of Vodafone Spain and a Revolving Credit Facility to fund operational working capital. The loans
are secured on a pari passu basis on certain collateral, which includes the shares of Zegona Holdco Limited (the
\u201cBorrower\u201d) , certain intercompany loans and certain bank accounts and other asset, rights and interests of the
Borrower and by a pledge of the shares of Vodafone Spain and, subject to the limitations set forth in the agreed
security principles, will be guaranteed and secured by assets of Vodafone Spain and its material subsidiaries.
Transaction fees of approximately \u20ac2.5 million (2022: nil) relating to debt issuance have been accrued for in the
financial statements for the year ending 31 December 2023. The fees are deferred and treated as a transaction
cost when draw-down occurs, and it is not amortised prior to the draw-down.
The drawn down balance for these facilities at 31 December 2023 was nil.
Term Loan A Facility
A bank loan amounting to \u20ac500 million which is denominated in Euros which will mature five years after the
earlier of the closing date of the acquisition of Vodafone Spain and the date falling three months after the date
of the agreement. The Term Loan A Facility will be subject to required semi-annual amortisation payments: none
in years 1 and 2; 12.5 per cent in years 3 and 4; and 25 per cent in year 5. It will also be subject to customary
mandatory prepayment obligations, as set out under \u201cCorporate Bridge Facility\u201d below, although the Corporate
Bridge Facility will be prepaid in priority to the Term Loan A Facility. The applicable interest will be EURIBOR plus
3.25 per cent., subject to a rating based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating
below BB-/Ba3) .
Corporate Bridge Facility
The total available amount under the facility is \u20ac3,700 million. The final maturity date of the Corporate Bridge
Facility will be twelve months after the earlier of the closing date of the acquisition of Vodafone Spain and the
date falling three months after the date of the agreement. Zegona Holdco Limited is entitled to request two
six-month extensions to the term of the facility (which would together extend the maturity date to twenty-four
months) . Each such six-month extension option will be conditional on there being no default, the making of certain
representations and warranties and the payment of an extension fee. There will be no amortisation payments
associated with the facility, but the facility will be subject to customary mandatory prepayment obligations,
including from the proceeds of the Placing and the PrimaryBid Offer raised by Zegona up to \u20ac300 million (that
is, the first \u20ac300 million of net proceeds raised in the Placing and the PrimaryBid Offer will reduce and/or cancel
the amount drawn and/or committed down under the Corporate Bridge Facility by that amount) , proceeds of
debt incurred by the Zegona Group, the proceeds of asset disposals and insurances, and change of control,
subject to certain exceptions. The applicable interest will be EURIBOR plus 2.00 per cent., subject to a higher
margin if a certain minimum amount of the Corporate Bridge Facility has not been cancelled by a specified date,
a rating-based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating below BB-/Ba3) , with the
applicable margin increasing on each quarterly step-up.
Revolving Credit Facility
A Revolving Credit Facility of \u20ac500 million was entered into on 31 October 2023. The final maturity date of the
Revolving Credit Facility is five years after the earlier of the closing date of the acquisition of Vodafone Spain
and the date falling three months after the date of the agreement. There will be no amortisation payments
associated with the facility, but the facility will be subject to customary mandatory prepayment obligations, as
set out under \u201cCorporate Bridge Facility\u201d above, although the Corporate Bridge Facility and the Term Loan A
Facility will be prepaid in priority to the Revolving Credit Facility. The applicable interest will be EURIBOR plus
2.75 per cent., subject to a rating-based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating
below BB-/Ba3) .
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-292": { "value": "11. FINANCIAL INSTRUMENTS The following tables shows the carrying amounts and the fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities measured at amortised costs as their carrying amount is a reasonable approximation of fair value. Financial instrument classification and fair values \u2013 Consolidated
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
1,186,580
\u2013
75
Cash and cash equivalents
\u2013
4,648
\u2013
5,890
Total current financial assets
\u2013
1,191,228
\u2013
5,965
Accruals and other payables
14
\u2013
17,600
\u2013
402
Total current financial
liabilities
\u2013
17,600
\u2013
402
The Directors consider that the carrying amounts of the financial instruments measured at amortised cost equate to their fair values. \u20ac0.8 million (2022: nil) in Cash and cash equivalents relates to cash held by Zegona in trust for EJLSHM Funding Limited and EJLSHM Holdings Limited. Zegona agreed that the beneficial interest of funds equal to this sum will be held on trust for the two entities, intended specifically to be used for these entities in the future. Financial instrument classification and fair values \u2013 Company
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
896,372
\u2013
1,805
Cash and cash equivalents
\u2013
2,875
\u2013
337
Total current financial assets
\u2013
899,247
\u2013
2,142
Accruals and other payables
14
\u2013
917,517
\u2013
235
Total current financial
liabilities
\u2013
917,517
\u2013
235
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-276": { "value": "11. FINANCIAL INSTRUMENTS The following tables shows the carrying amounts and the fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities measured at amortised costs as their carrying amount is a reasonable approximation of fair value. Financial instrument classification and fair values \u2013 Consolidated
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
1,186,580
\u2013
75
Cash and cash equivalents
\u2013
4,648
\u2013
5,890
Total current financial assets
\u2013
1,191,228
\u2013
5,965
Accruals and other payables
14
\u2013
17,600
\u2013
402
Total current financial
liabilities
\u2013
17,600
\u2013
402
The Directors consider that the carrying amounts of the financial instruments measured at amortised cost equate to their fair values. \u20ac0.8 million (2022: nil) in Cash and cash equivalents relates to cash held by Zegona in trust for EJLSHM Funding Limited and EJLSHM Holdings Limited. Zegona agreed that the beneficial interest of funds equal to this sum will be held on trust for the two entities, intended specifically to be used for these entities in the future. Financial instrument classification and fair values \u2013 Company
Fair Value Amortised cost Fair Value Amortised cost
2023 2023 2022 2022
Note \u20ac000 \u20ac000 \u20ac000 \u20ac000
Other receivables
12
\u2013
896,372
\u2013
1,805
Cash and cash equivalents
\u2013
2,875
\u2013
337
Total current financial assets
\u2013
899,247
\u2013
2,142
Accruals and other payables
14
\u2013
917,517
\u2013
235
Total current financial
liabilities
\u2013
917,517
\u2013
235
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-253": { "value": "
12. PREPAYMENTS AND OTHER RECEIVABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,831
19
Accrued interest on loans
\u2013
24
VAT recoverable
137
32
Other receivables
1,186,580
\u2013
Total
1,189,548
75
Prepayments predominantly relates to prepaid bank fees from the arrangement of financing for the proposed
acquisition of Vodafone Spain (note 24) .
Other receivables consists of proceeds from the issuance of shares (see note 17 for details of shares issued during
the year) , specifically:
\u2022 \u20ac290 million (2022: \u20acnil) proceeds from the share placing is held in escrow by a third party to fund the
proposed acquisition of Vodafone Spain. Release of the funds from escrow is conditional upon the completion
of the proposed acquisition of Vodafone Spain and requires a jointly issued instruction from both Zegona
and Vodafone Europe B.V. The escrow funds are interest bearing, and the interest income is accrued in the
escrow account for the benefit of Zegona.
\u2022 \u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is
receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest,
and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate
of 5%.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,829
19
Amounts due from subsidiary undertakings
94
1,754
VAT recoverable
137
32
Other receivables
896,278
\u2013
Total
899,338
1,805
\u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is
receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest,
and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-277": { "value": "12. PREPAYMENTS AND OTHER RECEIVABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,831
19
Accrued interest on loans
\u2013
24
VAT recoverable
137
32
Other receivables
1,186,580
\u2013
Total
1,189,548
75
Prepayments predominantly relates to prepaid bank fees from the arrangement of financing for the proposed acquisition of Vodafone Spain (note 24) . Other receivables consists of proceeds from the issuance of shares (see note 17 for details of shares issued during the year) , specifically: \u2022 \u20ac290 million (2022: \u20acnil) proceeds from the share placing is held in escrow by a third party to fund the proposed acquisition of Vodafone Spain. Release of the funds from escrow is conditional upon the completion of the proposed acquisition of Vodafone Spain and requires a jointly issued instruction from both Zegona and Vodafone Europe B.V. The escrow funds are interest bearing, and the interest income is accrued in the escrow account for the benefit of Zegona. \u2022 \u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest, and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Prepayments
2,829
19
Amounts due from subsidiary undertakings
94
1,754
VAT recoverable
137
32
Other receivables
896,278
\u2013
Total
899,338
1,805
\u20ac896 million (2022: \u20acnil) relates to the \u20ac900 million promissory note from EJLSHM Funding Limited which is receivable upon the completion of the acquisition of Vodafone Spain (see note 24) . It does not bear interest, and it was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%. ", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-254": { "value": "
14. ACCRUALS AND OTHER PAYABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,168
208
Other accruals
16,432
194
Total
17,600
402
Trade payables and other accruals primarily relate to transaction costs for the acquisition of Vodafone Spain.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,144
41
Amounts due to subsidiary undertakings
899,913
\u2013
Accruals
16,460
194
Total
917,517
235
Trade payables and other accruals in the Company primarily relate to transaction costs for the acquisition of
Vodafone Spain.
Amounts due to subsidiary undertakings:
During the year, Zegona\u2019s subscribed for GBP ordinary shares in Zegona Hedge Co Limited, with the subscription
amount (\u00a3786 million) being equal to the GBP equivalent of the EUR value of the \u20ac900 million promissory
note issued by EJLSHM Funding Limited to Zegona on closing of the placing. See note 24.
Subsequently, as part of the Company\u2019s hedging strategy around the euro foreign currency exposures in Zegona
Communications plc, a euro-denominated loan amount of \u20ac900 million was issued by Zegona Hedge Co Limited
to Zegona Communications plc. An intercompany loan payable due to Zegona Hedge Co Limited denominated in
euro and amounting to \u20ac900 million has been recognised. This has been eliminated at the consolidated Zegona
Communications plc Group level along with other intercompany balances.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-301": { "value": "14. ACCRUALS AND OTHER PAYABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,168
208
Other accruals
16,432
194
Total
17,600
402
Trade payables and other accruals primarily relate to transaction costs for the acquisition of Vodafone Spain.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,144
41
Amounts due to subsidiary undertakings
899,913
\u2013
Accruals
16,460
194
Total
917,517
235
Trade payables and other accruals in the Company primarily relate to transaction costs for the acquisition of Vodafone Spain. Amounts due to subsidiary undertakings: During the year, Zegona\u2019s subscribed for GBP ordinary shares in Zegona Hedge Co Limited, with the subscription amount (\u00a3786 million) being equal to the GBP equivalent of the EUR value of the \u20ac900 million promissory note issued by EJLSHM Funding Limited to Zegona on closing of the placing. See note 24. Subsequently, as part of the Company\u2019s hedging strategy around the euro foreign currency exposures in Zegona Communications plc, a euro-denominated loan amount of \u20ac900 million was issued by Zegona Hedge Co Limited to Zegona Communications plc. An intercompany loan payable due to Zegona Hedge Co Limited denominated in euro and amounting to \u20ac900 million has been recognised. This has been eliminated at the consolidated Zegona Communications plc Group level along with other intercompany balances.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-278": { "value": "14. ACCRUALS AND OTHER PAYABLES
Consolidated Consolidated
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,168
208
Other accruals
16,432
194
Total
17,600
402
Trade payables and other accruals primarily relate to transaction costs for the acquisition of Vodafone Spain.
Company Company
31 December 31 December
2023 2022
\u20ac000 \u20ac000
Trade payables
1,144
41
Amounts due to subsidiary undertakings
899,913
\u2013
Accruals
16,460
194
Total
917,517
235
Trade payables and other accruals in the Company primarily relate to transaction costs for the acquisition of Vodafone Spain. Amounts due to subsidiary undertakings: During the year, Zegona\u2019s subscribed for GBP ordinary shares in Zegona Hedge Co Limited, with the subscription amount (\u00a3786 million) being equal to the GBP equivalent of the EUR value of the \u20ac900 million promissory note issued by EJLSHM Funding Limited to Zegona on closing of the placing. See note 24. Subsequently, as part of the Company\u2019s hedging strategy around the euro foreign currency exposures in Zegona Communications plc, a euro-denominated loan amount of \u20ac900 million was issued by Zegona Hedge Co Limited to Zegona Communications plc. An intercompany loan payable due to Zegona Hedge Co Limited denominated in euro and amounting to \u20ac900 million has been recognised. This has been eliminated at the consolidated Zegona Communications plc Group level along with other intercompany balances.", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-279": { "value": "15. BANK BORROWINGS On 31 October 2023, the Group entered into a Corporate Bridge Facility and a Term Loan A Facility to finance the acquisition of Vodafone Spain and a Revolving Credit Facility to fund operational working capital. The loans are secured on a pari passu basis on certain collateral, which includes the shares of Zegona Holdco Limited (the \u201cBorrower\u201d) , certain intercompany loans and certain bank accounts and other asset, rights and interests of the Borrower and by a pledge of the shares of Vodafone Spain and, subject to the limitations set forth in the agreed security principles, will be guaranteed and secured by assets of Vodafone Spain and its material subsidiaries. Transaction fees of approximately \u20ac2.5 million (2022: nil) relating to debt issuance have been accrued for in the financial statements for the year ending 31 December 2023. The fees are deferred and treated as a transaction cost when draw-down occurs, and it is not amortised prior to the draw-down. The drawn down balance for these facilities at 31 December 2023 was nil. Term Loan A Facility A bank loan amounting to \u20ac500 million which is denominated in Euros which will mature five years after the earlier of the closing date of the acquisition of Vodafone Spain and the date falling three months after the date of the agreement. The Term Loan A Facility will be subject to required semi-annual amortisation payments: none in years 1 and 2; 12.5 per cent in years 3 and 4; and 25 per cent in year 5. It will also be subject to customary mandatory prepayment obligations, as set out under \u201cCorporate Bridge Facility\u201d below, although the Corporate Bridge Facility will be prepaid in priority to the Term Loan A Facility. The applicable interest will be EURIBOR plus 3.25 per cent., subject to a rating based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating below BB-/Ba3) . Corporate Bridge Facility The total available amount under the facility is \u20ac3,700 million. The final maturity date of the Corporate Bridge Facility will be twelve months after the earlier of the closing date of the acquisition of Vodafone Spain and the date falling three months after the date of the agreement. Zegona Holdco Limited is entitled to request two six-month extensions to the term of the facility (which would together extend the maturity date to twenty-four months) . Each such six-month extension option will be conditional on there being no default, the making of certain representations and warranties and the payment of an extension fee. There will be no amortisation payments associated with the facility, but the facility will be subject to customary mandatory prepayment obligations, including from the proceeds of the Placing and the PrimaryBid Offer raised by Zegona up to \u20ac300 million (that is, the first \u20ac300 million of net proceeds raised in the Placing and the PrimaryBid Offer will reduce and/or cancel the amount drawn and/or committed down under the Corporate Bridge Facility by that amount) , proceeds of debt incurred by the Zegona Group, the proceeds of asset disposals and insurances, and change of control, subject to certain exceptions. The applicable interest will be EURIBOR plus 2.00 per cent., subject to a higher margin if a certain minimum amount of the Corporate Bridge Facility has not been cancelled by a specified date, a rating-based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating below BB-/Ba3) , with the applicable margin increasing on each quarterly step-up. Revolving Credit Facility A Revolving Credit Facility of \u20ac500 million was entered into on 31 October 2023. The final maturity date of the Revolving Credit Facility is five years after the earlier of the closing date of the acquisition of Vodafone Spain and the date falling three months after the date of the agreement. There will be no amortisation payments associated with the facility, but the facility will be subject to customary mandatory prepayment obligations, as set out under \u201cCorporate Bridge Facility\u201d above, although the Corporate Bridge Facility and the Term Loan A Facility will be prepaid in priority to the Revolving Credit Facility. The applicable interest will be EURIBOR plus 2.75 per cent., subject to a rating-based ratchet for a rating of BB/Ba2 or lower (with higher step-ups for a rating below BB-/Ba3) .", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-255": { "value": "
16. MANAGEMENT INCENTIVE SCHEME
Incentive scheme arrangements were put in place at Zegona\u2019s inception in 2015 to create incentives for Zegona\u2019s
management team who have been issued Class A Ordinary Shares in the Company\u2019s subsidiary, Zegona Limited
(\u201cManagement Shares\u201d ) .
The holders of the Management Shares are entitled to 15% of the growth in value of Zegona during a series
of five separate Calculation Periods, provided that ordinary shareholders achieve a 5% per annum Preferred
Return
21
in each Calculation Period.
Holders have the right to end each Calculation Period by redeeming 99% of their Management Shares at any
time between the third and fifth anniversaries of the beginning of the Calculation Period, although a Calculation
Period may also end upon certain specified events such as a winding up or takeover, or a change of control of
Zegona.
When a Calculation Period ends, a new Calculation Period automatically begins with the remaining 1% of
unredeemed shares retaining the entitlement to 15% of the growth in value of Zegona for the next Calculation
Period.
At 31 December 2023, 515,464 Management Shares in Zegona Limited remain allotted, issued and fully paid as
shown in the table below:
Participation in Number of Nominal value
growth in Management of Management
value Shares Shares
Eamonn O\u2019Hare
8.88%
305,000
\u00a3305
Robert Samuelson
4.44%
152,500
\u00a3153
Zegona senior management
1.68%
57,964
\u00a358
515,464
\u00a3516
The First Calculation Period
The First Calculation Period began on 14 August 2015 and ended on 25 June 2020.
The Second Calculation Period
The Second Calculation Period automatically began on 25 June 2020 with the renewal subsequently approved by
Zegona\u2019s shareholders on 30 June 2021.
The Third Calculation Period
The Third Calculation Period automatically began on 14 October 2021, with the Baseline Value Per Share for the
new Calculation Period being \u00a31.51 per share, which was equal to volume weighted average mid-market price
of Zegona shares for the previous 30 trading days. During the Third Calculation Period, the Management Shares
may be redeemed between 14 October 2024 and 14 October 2026. All other terms remain the same as for the
other Calculation Periods and the renewal of the scheme was subject to a shareholder vote at Zegona\u2019s 2022
AGM which passed with 98.03% of votes in favour.
Similar to the Second Calculation Period, this constituted a new award with services rendered from 14 October
2021, however the grant date of the award under IFRS 2 could not be until shareholders ratified the renewal of
the scheme at Zegona\u2019s 2022 AGM. Between 14 October 2021 and 28 June 2022 therefore, Zegona estimated
the fair value of the award at each balance sheet date and recognised an expense reflecting the date that holders
began to render services. Accordingly, On 28 June 2022, Zegona engaged an independent valuation specialist to
estimate the fair value of the award and has recorded an expense that is equal to the expense that would have
been recognised for the period from 14 October 2021 and 31 December 2022 using the revised fair value of the
award and the amount that was previously recognised in the financial statements for the period 14 October 2021
and 31 December 2021.
The fair value of the award was \u00a30.28 per Management Share and was calculated using a Monte Carlo model.
The fair value uses a volatility of 18% and an expected term of three years. The Incentive Shares are subject to
the Preferred Return being achieved, which is a market performance condition, and as such has been taken into
consideration in determining their fair value. A risk-free rate of 1% has been applied, based on the implied yield
available at the measurement date on the zero-coupon government issues with a remaining term equal to the
expected term of the Awards. The model incorporates a range of probabilities for the likelihood of a successful
acquisition being made of a given size in a range of \u00a30.5 billion - \u00a31.5 billion and includes a number of discounts of
90% in aggregate to reflect the risks inherent in the instrument such as the competition for assets and the need
to raise capital within a short timeframe.
During 2022, one member of the management team retired and on 1 April 2022 the company repurchased and
cancelled 28,981 shares for consideration of \u00a31 in aggregate. \u20ac1.7 thousand of expense that had been recognised
in respect of the period between 14 October 2021 and 1 April 2022 was reversed.
On 13 June 2022, 28,981 shares were issued to a second member of the management team in return for
consideration of \u00a310 thousand. The value of these awards and the assumptions used in the Monte Carlo model
used to value them were the same as for the other awards valued on 30 June 2022. No expense in respect of
these shares has been recognised because the consideration paid was in excess of the fair value.
For the period to 31 December 2023 a total expense of \u20ac91 thousand was recognised (2022: \u20ac34 thousand) , with
a corresponding amount recognised in the Share based payment reserve.
Zegona expects that any amounts due under the third calculation period will be settled in equity, and therefore
has concluded that the Management Shares are equity settled instruments
22
.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-256": { "value": "
17. CALLED UP SHARE CAPITAL
2023 2023 2022 2022
Allotted, called up and fully paid Number \u20ac\u2019000 Number \u20ac\u2019000
At 1 January
6,172,424
311
5,325,567
301
Shares issued
697,976,986
8,001
846,857
10
At 31 December
704,149,410
8,312
6,172,424
311
The nominal value of the total ordinary shares is \u00a30.01 and the total allotted, called up and fully paid equates to
\u00a37,041,494 (2022: \u00a361,724) .
On 9 November 2023 the Company announced a proposed placing pursuant to which a total of 174,413,535
new shares were placed with institutional investors at a price of \u00a31.50, raising gross proceeds of \u20ac300 million
(converted to Euro at the exchange rate of EUR/GBP: 0.87303) (the \u201cPlacing\u201d) .
In addition to the above Placing, on 9 November 2023 the Company entered into the conditional subscription
agreement with EJLSHM Funding Limited, whereby EJLSHM Funding Limited has subscribed for 523,240,603 new
shares at a price of \u00a31.50 for an aggregate amount of \u20ac900 million (converted to Euro at the exchange rate
EUR/GBP: 0.87206) (the \u201cConditional Subscription\u201d) . See note 24 for details of Zegona\u2019s proposed acquisition of
Vodafone Spain. EJLSHM Funding Limited was solely incorporated for the purpose of the proposed acquisition,
and has issued a \u20ac900 million promissory note to Zegona (see note 12) .
The Company issued 322,848 new shares to retail investors in the Primary Bid Offer at a price of \u00a31.50 and raised
total gross proceeds of \u20ac0.5 million (converted to Euro at the exchange rate EUR/GBP:0.86934) .
The purpose of the Placing and Conditional Subscription was to fund the acquisition of the entire issued
share capital of Vodafone Spain. Funds raised from the Primary Bid share issue can be used to partially fund
the acquisition, pay fees and expenses incurred in connection with the acquisition and offer, and for general
corporate purposes.
Following the issue of the above new shares, the Company has 704,149,410 ordinary shares of \u00a30.01 each.
No shares were issued to members of the management team during the year (2022: 846,857 shares) as described
in note 16.
All ordinary shares confer identical rights including in respect of capital, dividends and voting. Save for those
required by applicable law, there are no restrictions on the distribution of dividends or the repayment of capital
by Zegona. The ordinary shares subscribed for by EJLSHM Funding Limited are identical to all Zegona\u2019s other
ordinary shares and are considered to be the same share class but EJLSHM Funding Limited has irrevocably
undertaken to Zegona not to vote the shares it holds (other than in connection with a takeover where the
consideration is cash) .
22 Settlement of the Second Calculation Period in cash does not create a precedent in respect of the Third Calculation Period as cash
settlement was required under those circumstances by the terms of the scheme.
18. RESERVES
Retained earnings
The retained earnings reserve includes cumulative net profits.
Share-based payment reserve
The share-based payment reserve is a non-distributable reserve that represents the cumulative build-up of the
Management Incentive Scheme costs over the vesting period as the employees gradually render service while
the Management Incentive Scheme is considered to be an equity settled instrument.
The current balance of the reserve reflects the amortisation of a portion of the fair value of the third Calculation
Period as discussed in note 16.
Foreign currency translation reserve
The foreign currency translation reserve is a non-distributable reserve that includes the foreign exchange
differences arising from the translation of the non-euro functional currency legal entities\u2019 to presentational
currency euro (\u201c\u20ac\u201d) . The movement in this reserve for the period is driven primarily by the movement in the
closing \u20ac:\u00a3 exchange rates from 1.13 at 31 December 2022 to 1.154 at 31 December 2023.
Capital redemption reserve
The capital redemption reserve is a requirement under s692 of the Companies Act 2006 to preserve the
Company\u2019s capital and is a non-distributable reserve. When the Company buys back shares out of profits and
those shares are immediately cancelled, the amount by which the Company\u2019s issued share capital is reduced
must be transferred to the capital redemption reserve.
During 2023, there were no transactions impacting the Capital Redemption Reserve (2022: none) .
Share premium reserve
The share premium reserve is a requirement under s610 of the Companies Act 2006 and is a non-distributable
reserve. The reserve comprises amounts subscribed for share capital in excess of nominal value less costs directly
attributable to the issue of new shares.
During 2023, the share premium reserve was increased by \u20ac1,183 million to reflect the issuance of the 697,654,138
shares to institutional investors, EJLSHM Funding Limited and to retail investors in the Primary Bid Offer. In
2023, \u20ac5.0 million (2022: \u20acnil) of transaction costs were incurred in relation to the issuance of shares and have
therefore been deducted from share premium.
During 2022, the share premium reserve was increased by \u20ac1,443 to reflect the issuance of the 846,857 shares to
Eamonn O\u2019Hare and Robert Samuelson that were intended to be issued in 2021 (see note 16) .
Other reserves
The Other reserve reflects the difference between the face value and the fair value of the \u20ac900 million promissory
note receivable related to the issue of shares to EJLSHM Funding Limited at the date of issue. A reclassification
to Retained earnings has been reflected in relation to the amount of interest income recognised in the income
statement under the amortised cost method for the receivable.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-280": { "value": "17. CALLED UP SHARE CAPITAL
2023 2023 2022 2022
Allotted, called up and fully paid Number \u20ac\u2019000 Number \u20ac\u2019000
At 1 January
6,172,424
311
5,325,567
301
Shares issued
697,976,986
8,001
846,857
10
At 31 December
704,149,410
8,312
6,172,424
311
The nominal value of the total ordinary shares is \u00a30.01 and the total allotted, called up and fully paid equates to \u00a37,041,494 (2022: \u00a361,724) . On 9 November 2023 the Company announced a proposed placing pursuant to which a total of 174,413,535 new shares were placed with institutional investors at a price of \u00a31.50, raising gross proceeds of \u20ac300 million (converted to Euro at the exchange rate of EUR/GBP: 0.87303) (the \u201cPlacing\u201d) . In addition to the above Placing, on 9 November 2023 the Company entered into the conditional subscription agreement with EJLSHM Funding Limited, whereby EJLSHM Funding Limited has subscribed for 523,240,603 new shares at a price of \u00a31.50 for an aggregate amount of \u20ac900 million (converted to Euro at the exchange rate EUR/GBP: 0.87206) (the \u201cConditional Subscription\u201d) . See note 24 for details of Zegona\u2019s proposed acquisition of Vodafone Spain. EJLSHM Funding Limited was solely incorporated for the purpose of the proposed acquisition, and has issued a \u20ac900 million promissory note to Zegona (see note 12) . The Company issued 322,848 new shares to retail investors in the Primary Bid Offer at a price of \u00a31.50 and raised total gross proceeds of \u20ac0.5 million (converted to Euro at the exchange rate EUR/GBP:0.86934) . The purpose of the Placing and Conditional Subscription was to fund the acquisition of the entire issued share capital of Vodafone Spain. Funds raised from the Primary Bid share issue can be used to partially fund the acquisition, pay fees and expenses incurred in connection with the acquisition and offer, and for general corporate purposes. Following the issue of the above new shares, the Company has 704,149,410 ordinary shares of \u00a30.01 each. No shares were issued to members of the management team during the year (2022: 846,857 shares) as described in note 16. All ordinary shares confer identical rights including in respect of capital, dividends and voting. Save for those required by applicable law, there are no restrictions on the distribution of dividends or the repayment of capital by Zegona. The ordinary shares subscribed for by EJLSHM Funding Limited are identical to all Zegona\u2019s other ordinary shares and are considered to be the same share class but EJLSHM Funding Limited has irrevocably undertaken to Zegona not to vote the shares it holds (other than in connection with a takeover where the consideration is cash) . 22 Settlement of the Second Calculation Period in cash does not create a precedent in respect of the Third Calculation Period as cash settlement was required under those circumstances by the terms of the scheme. ", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-281": { "value": "18. RESERVES Retained earnings The retained earnings reserve includes cumulative net profits. Share-based payment reserve The share-based payment reserve is a non-distributable reserve that represents the cumulative build-up of the Management Incentive Scheme costs over the vesting period as the employees gradually render service while the Management Incentive Scheme is considered to be an equity settled instrument. The current balance of the reserve reflects the amortisation of a portion of the fair value of the third Calculation Period as discussed in note 16. Foreign currency translation reserve The foreign currency translation reserve is a non-distributable reserve that includes the foreign exchange differences arising from the translation of the non-euro functional currency legal entities\u2019 to presentational currency euro (\u201c\u20ac\u201d) . The movement in this reserve for the period is driven primarily by the movement in the closing \u20ac:\u00a3 exchange rates from 1.13 at 31 December 2022 to 1.154 at 31 December 2023. Capital redemption reserve The capital redemption reserve is a requirement under s692 of the Companies Act 2006 to preserve the Company\u2019s capital and is a non-distributable reserve. When the Company buys back shares out of profits and those shares are immediately cancelled, the amount by which the Company\u2019s issued share capital is reduced must be transferred to the capital redemption reserve. During 2023, there were no transactions impacting the Capital Redemption Reserve (2022: none) . Share premium reserve The share premium reserve is a requirement under s610 of the Companies Act 2006 and is a non-distributable reserve. The reserve comprises amounts subscribed for share capital in excess of nominal value less costs directly attributable to the issue of new shares. During 2023, the share premium reserve was increased by \u20ac1,183 million to reflect the issuance of the 697,654,138 shares to institutional investors, EJLSHM Funding Limited and to retail investors in the Primary Bid Offer. In 2023, \u20ac5.0 million (2022: \u20acnil) of transaction costs were incurred in relation to the issuance of shares and have therefore been deducted from share premium. During 2022, the share premium reserve was increased by \u20ac1,443 to reflect the issuance of the 846,857 shares to Eamonn O\u2019Hare and Robert Samuelson that were intended to be issued in 2021 (see note 16) . Other reserves The Other reserve reflects the difference between the face value and the fair value of the \u20ac900 million promissory note receivable related to the issue of shares to EJLSHM Funding Limited at the date of issue. A reclassification to Retained earnings has been reflected in relation to the amount of interest income recognised in the income statement under the amortised cost method for the receivable.", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-282": { "value": "
19. CAPITAL MANAGEMENT
Our objective when managing capital is to maintain a flexible capital structure that optimises the costs and
availability of capital at acceptable risk with the primary objective of maximising shareholder value. In the
management of capital and its definition, we include share capital and all equity reserves attributable to the
equity holders of the Company.
Zegona manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of any covenants. To maintain or adjust the capital structure, Zegona may adjust the dividend
payment to shareholders, return capital to shareholders, make distributions of non-cash assets to shareholders
or issue new shares. During 2023, Zegona issued 697,976,986 new shares (refer to note 17) and entered into
three new borrowing facility agreements, which remain undrawn at year end (refer to note 15) .
The Company currently has authorisation to make market purchases of up to 798,302 ordinary shares (within
specified price parameters) which was 15% of the issued ordinary share capital at the date of issuance of its 2022
Annual Report. This authorisation will continue until the end of the 2024 AGM. Any shares repurchased by the
Company pursuant to this authority may be held in treasury and subsequently resold for cash, cancelled or used
for employee share scheme purposes.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-257": { "value": "
20. EARNINGS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares in issue during the year.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all potentially dilutive ordinary shares. As more fully detailed in note 16, Management Shares
in the share capital of Zegona Limited were issued in prior years and, on exercise, the value of these shares is
expected to be delivered by the Company issuing new ordinary shares. Hence, the Management Shares could
have a dilutive effect, although the Company has the right at all times to settle such value in cash. No adjustment
to EPS has been made in respect of the Management Shares as, they were anti-dilutive for the years ended
31 December 2023 and 2022.
2023
2022
Loss for the year attributable to equity holders of the parent (\u20ac000)
(15,551)
(3,313)
Weighted average number of ordinary shares
105,606,703
5,446,215
Basic and diluted EPS (\u20ac)
(0.15)
(0.61)
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-258": { "value": "
21. DIVIDENDS PAID
No dividends were declared or paid in 2023 or 2022.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-259": { "value": "
22. RELATED PARTY TRANSACTIONS
In the opinion of the Directors, there is no one single controlling party, nor any transactions with related parties
for the years ended 31 December 2023 or 2022. Parties are considered to be related if one party has the ability
to control the other party or exercise significant influence over the other party, or the parties are under common
control or influence, in making financial or operational decisions.
During the year, EJLSHM Funding Limited subscribed for 523,240,603 new ordinary shares in Zegona (see note 17) .
The consideration for the subscription for ordinary shares by EJLSHM Funding Limited was satisfied by the issue
of a \u20ac900 million promissory note. It does not bear interest, and was initially recognised at fair value which was
determined to be \u20ac891 million using an interest rate of 5%. This has resulted in deemed interest income of
\u20ac5.1 million during the year. The promissory note will be satisfied upon completion of the proposed acquisition
of Vodafone Spain. A conditional agreement is in place for the Vodafone Group to fund EJLSHM Funding Limited
upon the completion of the Acquisition. In the event that the acquisition does not complete, there are agreed
mechanisms to buyback the ordinary shares held by EJLSHM Funding Limited in consideration for the set-off
of the promissory note which would unwind this receivable. Pursuant to the Conditional Subscription and
Relationship Agreement dated 31 October 2023, EJLSHM Funding Limited has irrevocably agreed with Zegona
not to exercise its voting rights (other than in connection with a takeover) and there are further restrictions
around future sales by EJLSHM Funding Limited of Zegona\u2019s shares. EJLSHM Funding Limited does not have the
ability to control or exercise significant influence over Zegona, and does not meet the definition of a related party
under the requirements of IAS 24.
Transactions with key management personnel
The Board considers the Executive Directors and Non-Executive Directors of the Company to be the key
management personnel of Zegona. Details of the amounts paid to key management personnel are detailed in
the Directors\u2019 Remuneration Report starting on page 30. Holdings of Management Shares and subscriptions for
shares by management are detailed in note 16.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-283": { "value": "22. RELATED PARTY TRANSACTIONS In the opinion of the Directors, there is no one single controlling party, nor any transactions with related parties for the years ended 31 December 2023 or 2022. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions. During the year, EJLSHM Funding Limited subscribed for 523,240,603 new ordinary shares in Zegona (see note 17) . The consideration for the subscription for ordinary shares by EJLSHM Funding Limited was satisfied by the issue of a \u20ac900 million promissory note. It does not bear interest, and was initially recognised at fair value which was determined to be \u20ac891 million using an interest rate of 5%. This has resulted in deemed interest income of \u20ac5.1 million during the year. The promissory note will be satisfied upon completion of the proposed acquisition of Vodafone Spain. A conditional agreement is in place for the Vodafone Group to fund EJLSHM Funding Limited upon the completion of the Acquisition. In the event that the acquisition does not complete, there are agreed mechanisms to buyback the ordinary shares held by EJLSHM Funding Limited in consideration for the set-off of the promissory note which would unwind this receivable. Pursuant to the Conditional Subscription and Relationship Agreement dated 31 October 2023, EJLSHM Funding Limited has irrevocably agreed with Zegona not to exercise its voting rights (other than in connection with a takeover) and there are further restrictions around future sales by EJLSHM Funding Limited of Zegona\u2019s shares. EJLSHM Funding Limited does not have the ability to control or exercise significant influence over Zegona, and does not meet the definition of a related party under the requirements of IAS 24. Transactions with key management personnel The Board considers the Executive Directors and Non-Executive Directors of the Company to be the key management personnel of Zegona. Details of the amounts paid to key management personnel are detailed in the Directors\u2019 Remuneration Report starting on page 30. Holdings of Management Shares and subscriptions for shares by management are detailed in note 16.", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-293": { "value": "Transactions with key management personnel The Board considers the Executive Directors and Non-Executive Directors of the Company to be the key management personnel of Zegona. Details of the amounts paid to key management personnel are detailed in the Directors\u2019 Remuneration Report starting on page 30. Holdings of Management Shares and subscriptions for shares by management are detailed in note 16.", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-284": { "value": "
23. AUDITOR\u2019S REMUNERATION
2023 2022
\u20ac\u2019000 \u20ac\u2019000
Fees for the audit of the Company\u2019s annual accounts
393
129
Total audit fees
393
129
Fees for the review of interim financial statements
43
\u2013
Other fees relating to the equity raise prospectus
144
\u2013
Total non-audit fees
187
\u2013
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-260": { "value": "
24. ACQUISITION OF VODAFONE SPAIN AND RELATED FINANCING
(i) Background
Zegona Communications plc (via Zegona Holdco Limited) has agreed to acquire 100% of the issued share capital
of Vodafone Holdings Europe, S.L.U. (\u201cVodafone Spain\u201d) , a provider of fixed-line, mobile, TV and digital market
services delivering voice, data and value\u2013added services for \u20ac5,000 million (the \u201cAcquisition\u201d) .
Vodafone Group plc will provide a brand licence agreement which permits Zegona to use the Vodafone brand in
Spain for up to 10 years post completion. Vodafone and Zegona will enter into other transitional and long-term
arrangements for services including access to procurement, IoT, mobile roaming and carrier services.
The Acquisition is classified as a reverse takeover under the UK Listing Rules. An application has been made to
the FCA and the London Stock Exchange, respectively, for Zegona shares to be re-admitted to the standard listing
segment of the Official List and to trading on the Main Market with effect from the completion of the proposed
Acquisition. It is noted that the Acquisition is not a reverse takeover for the purpose of IFRS 3R.
The financial effects of this proposed acquisition have not been recognised as of 31 December 2023. The
operating results and assets and liabilities of the acquired company will be consolidated with effect from the
completion of the proposed Acquisition.
(ii) Financing
Zegona funded the Acquisition through a combination of debt and equity as follows:
\u2022 On 31 October 2023, Zegona entered into committed debt financing of \u20ac3,900 million which consists of a
term loan of \u20ac500 million and a corporate bridge facility of \u20ac3,400 million, as described in note 15.
\u2022 On 17 November 2023, Zegona raised \u20ac300 million (\u00a3262 million) in gross proceeds through the Placing of
174,413,535 shares at a price per share of 150 pence. Zegona incurred commissions and other estimated
fees and expenses of \u20ac13 million (\u00a311 million) , resulting in total net proceeds for the Company from the
Placing of \u20ac288 million (\u00a3251 million) . See note 17.
\u2022 On 17 November 2023, Zegona raised \u20ac900 million (\u00a3785 million) in gross proceeds through the Conditional
Subscription of 523,240,603 shares at 150 pence per share by EJLSHM Funding Limited. See note 17.
\u2022 The Company raised gross proceeds of \u20ac0.5 million (\u00a30.5 million) through a separate offering of shares at
150 pence per share, as described in note 17.
\u2022 The Company entered into a \u20ac500 million Revolving Credit Facility on 31 October 2023 (note 15) .
The net proceeds will be used to partially fund the Acquisition, fees and expenses incurred in connection with
the Acquisition, related financing and for general corporate purposes. Zegona intends to refinance the corporate
bridge facility in the debt capital markets if the market conditions are favourable and circumstances are beneficial
for Zegona.
(iii) Acquisition related costs
Acquisition-related costs are expected to be approximately \u20ac14 million and will be included in administrative
expenses in the statement of profit or loss. \u20ac9.3 million of such costs were incurred prior to 31 December 2023
and are included in administrative expenses in that period. The remainder will be included in administrative
expenses in the year ended 31 December 2024.
(iv) Impact on the financial statements for the year ended 31 December 2024
The equity issued through the Placing to fund the acquisition occurred during the year ended 31 December 2023.
\u20ac290 million of cash was subsequently transferred into an escrow account held for the purpose of the Acquisition,
and interest has been accrued on this balance during the year. This account is held by a third party to fund the
proposed Acquisition and the release of the funds from escrow is conditional upon its completion and requires a
jointly issued instruction from both Zegona and Vodafone Europe B.V. In the event that the Acquisition does not
complete, the cash held in escrow would be reverted back to Zegona along with interest accrued on the balance.
The consideration for the subscription for ordinary shares by EJLSHM Funding Limited was satisfied by the issue
of a \u20ac900 million promissory note. It does not bear interest, and was initially recognised at fair value which was
determined to be \u20ac891 million using an interest rate of 5%. This has resulted in deemed interest income of
\u20ac5.1 million during the year.
The promissory note will be satisfied upon completion of the proposed acquisition of Vodafone Spain. A
conditional agreement is in place for the Vodafone Group to fund EJLSHM Funding Limited upon the completion
of the Acquisition. In the event that the acquisition does not complete, there are agreed mechanisms to buyback
the ordinary shares held by EJLSHM Funding Limited in consideration for the set-off of the promissory note which
would unwind this receivable and would not present Zegona with a credit loss. Pursuant to the Conditional
Subscription and Relationship Agreement dated 31 October 2023, EJLSHM Funding Limited has irrevocably
agreed with Zegona not to exercise its voting rights (other than in connection with a takeover) and there are
further restrictions around future sales by EJLSHM Funding Limited of Zegona\u2019s shares.
Foreign exchange losses were incurred in the year driven by the revaluation in \u20ac1,187.7 million of euro
denominated monetary assets, generated from the proceeds of the Company\u2019s financing activities to the
Company\u2019s functional currency of Sterling at the reporting date.
Project costs incurred during the year of \u20ac8.5 million are reflected in the income statement. Accrued costs of
\u20ac17.2 million are reflected in the financial statements, together with prepayments of \u20ac2.5 million.
Going concern disclosures are also impacted by the Acquisition.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-261": { "value": "
25. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require disclosure or adjustment to these
financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800ASI1VZL2ED4S65", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } } } }