Investment in Vodafone Spain
Zegona is the 100% owner of Vodafone Spain, a telecom operator providing mobile and fixed line services to both consumers and business customers in Spain.
Vodafone Spain
In October 2023, Zegona announced the acquisition of Vodafone Spain, the Spanish operating business of the Vodafone Group, for an enterprise value of €5.0 billion.
Vodafone Spain is one of the leading telecoms networks in Spain, Zegona believes there to be significant growth potential to be achieved via right-sizing the cost and capex base to the local market context, operating the assets more efficiently and driving value for money service propositions. Zegona believes Vodafone Spain to be a high-quality business with a strong brand, extensive network and customer base, with an opportunity to create significant value through improved commercial execution and cost efficiency.
Zegona’s investment thesis for Vodafone Spain rests on five key pillars which the Directors believe enables Vodafone Spain to continue to compete effectively, deliver its strategic objectives and drive shareholder value:
- An increasingly attractive, highly developed Spanish telecommunications market, underpinned by strong fundamentals and supported by convergence and consolidation tailwinds
- Leading integrated operator with strong market positions in consumer and B2B markets, a diversified product offering and highly converged customer base across the value spectrum
- High quality next generation mobile and fixed-line networks supported by strong spectrum positioning, attractive active network sharing arrangement to drive efficiency and extensive nationwide reach through wholesale agreements
- Resilient cash flow, with significant upside driven by underlying growth and bottom-up revenue, cost and capex optimisation opportunities driving strong margin expansion
- Potential for Vodafone Spain to benefit from Zegona’s extensive experience in cost optimisation and driving growth in the Spanish market
On acquisition, Zegona identified its strategic priorities for Vodafone Spain as:
- Inject a highly experienced senior management team
- Stabilise revenues with new commercial initiatives
- Improve business efficiency through reducing complexity and driving productivity
- Implement potential fixed line “Netco” transaction
As of January 2026, and following the return of €1.6 billion to shareholders, Zegona has achieved or made substantial progress on all of the above priorities.
For the latest progress updates, review Zegona’s latest financial results.
Visit the Vodafone Spain website
Read more about Vodafone Spain’s recent performance:
MasOrange FibreCo (PremiumFiber)
On 4 August 2025, Zegona announced that Vodafone Spain and MasOrange had entered into a binding agreement with GIC, a leading global investor, to create a new fibre network company in Spain (FibreCo). This followed the binding agreement Vodafone Spain signed with MasOrange earlier in 2025.
On 4 December 2025, Zegona announced the completion of this transaction, with the new company operating under the name PremiumFiber.
PremiumFiber brings together the network assets of Vodafone Spain and MasOrange to create a 100% fibre-to-the-home (FTTH) network covering over 12 million premises across Spain. It is one of the most advanced fibre infrastructures in Europe and one of the largest and most highly developed FibreCo on the continent. Key characteristics include:
- Providing FTTH services to 4.5 million Vodafone Spain and MasOrange customers
- Virtually all FTTH infrastructure already built
- Approximately 40% existing network utilisation
- A future-proofed platform, enabled for rapid adoption of technologies such as XGSPON
PremiumFiber ensures high-speed FTTH access to Vodafone Spain’s retail and wholesale customers and sets a benchmark for sustainable development, meeting high ESG standards, including delivering significant energy savings through more efficient use of network assets.
Following the GIC investment, the ownership of PremiumFiber is 58% MasOrange, 17% Vodafone Spain and 25% GIC.
PremiumFiber has a highly efficient capital structure with over €5bn of net debt, the majority of which is investment grade, and is expected to deliver a run-rate EBITDA of approximately €480 million after three years.
Completion of the PremiumFiber transaction delivered upfront cash proceeds of €1.4bn to Vodafone Spain. These proceeds form part of the €1.8bn total upfront proceeds from the two FibreCo transactions and underpin Zegona’s shareholder return and deleveraging programme (see below).
“Entering this FibreCo partnership with MasOrange, alongside our recently announced agreements with Telefonica, transforms Vodafone Spain’s fixed line strategy. The combination 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. Monetising these two FibreCos is expected to deliver very significant Zegona proceeds, generating the ability to reduce leverage and provide a return of capital to shareholders
Eamonn O’Hare, Chairman and CEO of Zegona
Telefónica FibreCo (FiberPass)
On 7 November 2024, Zegona announced that Vodafone Spain and Telefónica España had entered into a binding agreement to create a new fibre network company in Spain, branded FiberPass. The venture commenced operations in March 2025, with Telefónica holding a 63% stake and Vodafone Spain 37%.
FiberPass covers 3.7 million premises across Spain and provides high-quality FTTH services to approximately 1.4 million Vodafone Spain and Telefónica customers. Vodafone uses FiberPass to serve its existing and future retail and wholesale customers within the FiberPass footprint.
On 25 November 2025, Zegona announced that AXA IM Alts had signed a binding agreement with Vodafone Spain and Telefónica to acquire a 40% stake in FiberPass, generating €0.4bn of upfront proceeds for Vodafone Spain.
Following completion of the AXA transaction, ownership of FiberPass is 55% Telefónica, 40% AXA and 5% Vodafone Spain.
“Entering into this FibreCo partnership with Telefonica demonstrates our commitment to transform Vodafone Spain’s fixed line strategy. This transaction gives our business guaranteed access to a future-proof all fibre network with attractive economic terms. Creating and monetising this FibreCo is expected to deliver significant capital returns to Zegona creating value for all stakeholders.
Eamonn O’Hare, Chairman and CEO of Zegona
Returning €1.6bn Capital to Shareholders
Together, PremiumFiber and FiberPass complete the transformation of Vodafone Spain’s fixed-line strategy, providing guaranteed access to a future-proof, all-fibre national FTTH network. Following the completion of both transactions, Vodafone Spain will retain a 17% equity stake in PremiumFiber and a 5% stake in FiberPass.
The two FibreCo transactions will deliver total upfront proceeds of €1.8bn for Zegona..
On 27th November 2025, Zegona announced its proposal to return €1.6bn to shareholders and use the remaining €200m for debt reduction.
This was successfully implemented over the following months via:
A resulting 69% reduction in Zegona ordinary shares, having provided EJLSHM with €975m to settle the Vodafone financing in full and cancellation of shares held by EJLSHM.
Launch of a €200m share buyback programme in December 2025.
Payment of a €1.4bn special dividend (£1.62 per Zegona ordinary share), on 7 January 2026.
“In just 18 months since the Vodafone acquisition, we have delivered on every major element of our strategy, driving operational progress, executing two landmark FibreCos, completing the transition to a 100% FTTH network, and unlocking €1.8bn of proceeds. The capital allocation proposal we have announced today is designed to be shareholder friendly, whilst simplifying our capital structure, satisfying the needs of the business and delivering a fit for purpose balance sheet.
Eamonn O’Hare, Chairman and CEO of Zegona
I am particularly pleased that the special dividend allows us to reward our shareholders by returning their original equity investment plus a little extra interest.