GIC invests in Vodafone Spain FibreCo
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
LEI: 213800ASI1VZL2ED4S65
04 August 2025
Zegona Communications plc
Vodafone Spain, MasOrange and GIC sign FibreCo contract
Zegona Communications plc (LSE: ZEG) ("Zegona") is pleased to announce that Vodafone Holdings Europe, S.L.U. ("Vodafone Spain" or "Vodafone") and MasOrange S.L ("MasOrange") have entered into a binding contract with GIC Private Markets Pte Ltd ( " GIC " ) to create a new fibre network company in Spain ( " FibreCo " ). This contract with GIC, a leading global investor, activates the binding agreement Vodafone Spain signed with MasOrange in January 2025.
FibreCo will bring together network assets of Vodafone and MasOrange to create a 100% fibre-to-the-home ("FTTH") network covering 12 million premises across Spain. This will be the most advanced fibre infrastructure in Europe, benefiting from having virtually all its FTTH network already built and with nearly 40% existing network utilization, providing FTTH services to 4.5 million1 Vodafone and MasOrange customers. These customers will have access to the leading high-speed FTTH network in Spain, with FibreCo ensuring the rapid adoption of new technologies such as XGSPON2. Vodafone will use FibreCo to provide services to its existing and future retail and wholesale customers within FibreCo's footprint. The network will be a benchmark for sustainable development, meeting high ESG standards including delivering significant energy savings through more efficient use of network assets.
GIC has agreed to purchase a c.25%3 stake in FibreCo. Following the GIC investment, the ownership of FibreCo will be 58% MasOrange, 17% Vodafone Spain and 25% GIC4.
FibreCo will have a very efficient capital structure with over €5bn5 of net debt. The majority of the debt raised will be investment grade. This will enable optimisation of upfront cash proceeds, whilst ensuring maximum retained equity for future strategic flexibility. Vodafone will generate upfront proceeds of €1.4bn from FibreCo.
Vodafone's fibre joint venture with Telefónica (FiberPass) started operations in March 2025. The combination of FiberPass and FibreCo will complete the transformation of Vodafone Spain's fixed line strategy, delivering full FTTH services nationally. The introduction of a third-party investor into our Telefónica JV and the monetisation of Vodafone's 37% equity stake in FiberPass is well advanced.
This transaction is subject to customary regulatory approvals and is expected to close in the final quarter of this calendar year.
Eamonn O'Hare, Chairman and CEO of Zegona, commented, "today's transaction with MasOrange and GIC is a key milestone in the transformation of Vodafone Spain. It delivers on many strategic objectives. First and foremost, it completes our planned network upgrade strategy, delivering 100% FTTH services across Spain. The combination of FiberPass and FibreCo will give guaranteed access to a future-proof, all fibre, national network with attractive economic terms and will enable substantial cost savings across the business. Today's transaction also delivers on our commitment to monetise our FibreCo JVs. The €1.4bn upfront proceeds, anticipated capital from the well advanced TEF FiberPass monetisation and our recently announced move to a " covenant lite6 " debt structure provides the company with significant incremental financial flexibility. As a result, today's transaction leaves Zegona well positioned to execute a shareholder friendly capital allocation policy which we expect to announce in the next few months. "
For further information, please contact:
| Alfonso Enriquez |
Elly Williamson/Tilly Abraham |
| Director of Investor Relations Zegona Communications plc |
Media Relations Sodali & Co |
| |
|
| +44 (0)7970 246 725 / +44 (0)7860 828 603 |
About Zegona
Zegona was established in 2015 with the objective of investing in businesses in the European Telecommunications, Media and Technology sector and improving their performance to deliver attractive shareholder returns. Zegona is led by former Virgin Media executives Eamonn O'Hare and Robert Samuelson. On 31 May 2024, Zegona completed the acquisition of Vodafone Spain.
About Vodafone Spain
Vodafone Spain is a national provider of fixed, mobile and TV services in Spain, serving consumer, business and public administration customers. It was acquired by Zegona in May 2024.
About MasOrange
MasOrange provides fixed, mobile and TV services for residential and business customers across Spain and is the market leader by number of customers. MasOrange was formed in 2024 through the combination of Orange Spain and MasMovil and is owned 50% by Orange Group and 50% by Lorca JVco Ltd, which is majority owned by Providence, Cinven and KKR.
About GIC
GIC is a leading global investment firm established in 1981 to secure Singapore's financial future. As the manager of Singapore's foreign reserves. GIC take a long-term, disciplined approach to investing with an asset allocation strategy that spans three asset groups - Equities, Fixed Income, and Real Assets.
1 Y1 Customer number including Vodafone Spain customers to be transferred from current Telefónica wholesale service to FibreCo.
2 The technology which enables 10 Gpbs downloads and uploads.
3 GIC has agreed to purchase a c.25% stake in FibreCo. MasOrange and Vodafone Spain will sell down an equal share
4 FibreCo will be co-controlled between MasOrange, Vodafone Spain and GIC.
5 FibreCo has secured total debt commitments reaching €5.4 billion structured around an Investment Grade rated €4.7 billion senior financing package and a €700m Holdco financing package.
6 Zegona recently refinanced its Term Loan A, which was bank financing that came with more restrictive covenants. Post the refinancing, it has a "covenant lite" debt structure which provides it with incremental flexibility for restricted payments including a 3.1x net leverage ratio permitted investments basket.
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