EU Clears AXA's FiberPass Investment, Accelerating Zegona's Vodafone Spain Transformation

EU clearance for AXA’s 40% FiberPass stake: why this matters for Zegona and Vodafone Spain

Zegona has confirmed that the EU Commission has cleared AXA’s acquisition of a 40% stake in FiberPass, meaning the deal is not subject to merger notification and can proceed. The parties expect completion before the end of March 2026. That removes a big regulatory uncertainty and starts the clock on cash proceeds, deleveraging and buybacks at Zegona’s Vodafone Spain.

For context, Zegona acquired Vodafone Spain in 2024. FiberPass launched in March 2025 as a fibre-to-the-home (FTTH) joint venture between Telefónica and Vodafone Spain to share and monetise fibre access across Spain.

What FiberPass is and who owns it after the deal

FiberPass covers 3.7 million premises in Spain and currently serves 1.4 million Vodafone Spain and Telefónica customers on its FTTH network. In simple terms, FTTH is fibre all the way to the home, offering the highest-quality broadband speeds and reliability. Vodafone Spain will continue to use FiberPass to serve both retail and wholesale customers within the footprint.

Before AXA’s investment, FiberPass ownership sat at 63% Telefónica and 37% Vodafone Spain. Post-transaction, that shifts to Telefónica 55%, AXA 40% and Vodafone Spain 5%.

Note that “AXA” here is BNPP AM Alts, part of the BNP Paribas Group since 1 July 2025, as clarified in the RNS. FiberPass is Compañía Mayorista de Fibra, S.L.

FiberPass ownership
Pre-transaction (Mar 2025)
Post-transaction
Footprint
FTTH customers served

Cash proceeds and capital allocation: buybacks and debt reduction

Vodafone Spain will generate upfront proceeds of €0.4bn from the transaction. Half of that – €0.2bn – is earmarked to fund the share buyback programme announced on 27 November 2025. The other €0.2bn will be used to reduce debt.

Zegona expects this to help deliver net debt of only €3.2bn by the end of its financial year (March 2026). Management reiterates a leverage target of 1.5x – 2x, and says the move will accelerate the reduction in total annual interest costs. Applying current market debt yields to the reduced net debt balance, Zegona highlights potential to drive annual interest costs well below €200m.

Transaction proceeds and balance sheet impact
Upfront proceeds to Vodafone Spain
Allocated to share buyback
Allocated to debt reduction
Target net debt (March 2026)
Leverage target
Annual interest costs

Strategic angle: a cleaner, capital-light fixed network model

Eamonn O’Hare, Zegona’s Chairman and CEO, calls the AXA investment the completion of Vodafone Spain’s fixed network strategy transformation. The combination of FiberPass and PremiumFiber is designed to give guaranteed access to a future-proof, all-fibre national network on attractive economic terms. In practice, this is a capital-light approach: secure the best possible wholesale access, avoid heavy capex, and focus on customer growth and returns.

Crucially, Vodafone Spain retains ongoing access to FiberPass for both existing and future customers. Even with only a 5% stake post-deal, the strategic benefit lies in network access economics and coverage rather than owning more of the underlying fibre assets.

Why this is positive for Zegona shareholders

• Regulatory clarity: The EU has confirmed the deal is not notifiable, removing a common source of delay and uncertainty. Completion is expected before the end of March 2026.
• Immediate cash to deploy: €0.4bn of proceeds arrive upfront, split neatly between a buyback and debt reduction – two shareholder-friendly uses of capital.
• Deleveraging momentum: Management is guiding to €3.2bn net debt by March 2026 and reiterating a 1.5x – 2x leverage target, which should support equity valuations and financial flexibility.
• Lower interest drag: With less debt and current market yields, Zegona sees scope for annual interest costs well below €200m, improving free cash flow potential.
• Network certainty without capex bloat: Access to FiberPass (and PremiumFiber) delivers national FTTH reach with “attractive economic terms”, supporting both retail and wholesale growth.

What’s not disclosed – and what to watch

• Transaction valuation not disclosed: We have the proceeds figure (€0.4bn) and the resulting ownership split, but no explicit valuation for FiberPass.
• Completion and timing: Clearance is in hand, but completion still needs to occur. The target is before the end of March 2026.
• Buyback execution: The programme was announced on 27 November 2025 and gets a €0.2bn boost here. Pace and pricing will matter for per-share outcomes.
• Interest rate sensitivity: The “well below €200m” interest cost outcome depends on current market debt yields applied to the reduced net debt balance.
• Commercial follow-through: With only a 5% residual stake in FiberPass, Vodafone Spain’s upside is primarily in customer growth and margins from access terms, rather than asset ownership. Execution on subscriber growth within the 3.7 million-premises footprint is the key.

Key dates and figures at a glance

Event / Metric	Detail
EU Commission confirmation	13 February 2026 – transaction not subject to merger notification
Expected completion	Before end of March 2026
Proceeds to Vodafone Spain	€0.4bn (upfront)
Buyback allocation	€0.2bn
Debt reduction allocation	€0.2bn
Target net debt (FY end Mar 2026)	€3.2bn
Leverage target	1.5x – 2x
Annual interest costs	Potential well below €200m (per RNS note)
FiberPass footprint	3.7 million premises
FTTH customers served	1.4 million (Vodafone Spain and Telefónica)
Post-deal ownership	55% Telefónica, 40% AXA, 5% Vodafone Spain

My take: tidy capital recycling, clearer strategy, and a nudge to equity returns

This looks like smart housekeeping by Zegona. It shores up a capital-light fixed network strategy for Vodafone Spain, turns a minority infrastructure stake into €0.4bn of cash, and splits that neatly between buybacks and deleveraging. The targeted net debt of €3.2bn by March 2026 and the 1.5x – 2x leverage range are sensible waypoints, while the interest cost guidance hints at better cash generation through the cycle.

There are still moving parts – chiefly completion, buyback execution and the interest rate backdrop – and we don’t have a disclosed valuation for FiberPass to benchmark the price. But on balance, EU clearance plus near-term cash deployment and improved network economics is a solid combination for shareholders. If Zegona delivers on the buyback and the debt reduction on the timetable given, this should be supportive for equity sentiment.