Tag Archives: ANCOM

Digi Communications N.V.’s Romanian and Spanish subsidiaries sign facility agreements

BUCHAREST, Romania, 27-Jul-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform its investors and the market that on 21 and 26 July 2021, the Company’s Romanian and Spanish subsidiaries, each acting as borrowers, entered into two facility agreements.

As per the Senior Facility Agreement from December 15, 2020 the details of which were disclosed at that point to the market (please see https://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Contractul-de-Facilitate-Senior-incheiata-la-15-decembrie-2020/D0599), an incremental facility was made available to RCS&RDS, which could be established in accordance with the terms and limits set within the Senior Facilities Agreement. Therefore, pursuant to the Senior Facilities Agreement, on 21 July 2021, the Company’s Romanian subsidiary requested the establishment of an incremental facility in an aggregate amount of RON 500,000,000 (the “Incremental Facility”) to be used for the company’s capital expenditure and general corporate purposes. The facility was entered into, besides RCS&RDS as borrower, by and between DIGI Tavkozlesi es Szolgaltato Korlatolt Felelossegu Tarsasag („Digi Hu”), INVITEL Tavkozlesi Zrt (“Invitel”), the Company, Digi Spain Telecom SLU (“Digi Spain”), as original guarantors on one hand and the Original Lenders and BRD-Groupe Société Générale S.A., on the other. The Incremental Facility is not yet drawn. It is available to be drawn at a later stage.

On 26 July 2021, the Company’s Spanish subsidiary, acting as borrower together with the Company, RCS&RDS, Digi Hu and Invitel, as Original Guarantors, Banco Santander S.A. and a syndicate of banks, acting as lenders, entered into a facilities agreement for an initial duration of three and a half years with the possibility of extension up to 5 years, under which Digi Spain was made available: (i) a term loan facility in a total aggregate amount of EUR 57,000,000; (ii) a term loan facility in a total aggregate amount of EUR 65,000,000; and (iii) a revolving facility in a total aggregate amount of EUR 10,000,000 to be used for several purposes, including CAPEX and general corporate purposes.

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire

Digi Communications N.V.’s 2021 Annual General Shareholders Meeting will be held on 18 May 2021

BUCHAREST, Romania, 6-Apr-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that today, 6 April 2021, the Board of Directors of the Company convenes the general shareholders meeting (the “GSM”) of the Company (Digi Communications N.V.), to be held on Tuesday, 18 May 2021 at 14:00 p.m. CEST (15:00 p.m. EEST), at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

The main topics for the GSM are the following:

-discussion and approval items on the 2020 Annual Report (including the annual report, the financial statements – consolidated and stand-alone – and the auditor report);
-approval of the distribution of a gross dividend of RON 0.75 per share; ex-date – 2 June 2021, the record date for the dividend – 3 June 2021, and the payment date on or around – 14 June 2021;
-release from liability of the members of the Board of Directors;
-remuneration report for 2020 (advisory, non-binding vote);
-appointment of the statutory auditor for the the financial year ending December 31, 2021;
-designation of the Board of Directors as the competent body to repurchase own Class B Shares;
-approval of award of stock options to executive and non-executive directors.

We kindly invite the market to visit the Company’s website at
http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.

The above-mentioned section from the Company’s website also contains the English and Romanian complete versions of the 2020 Annual Report, the 2020 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor’s Report.

The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.

Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders).

Also, the Company would like to announce that Digi Communications N.V. Group’s Annual Report for the year ended December 31, 2020 is available starting with April, 6 2021 also on the Company’s website (www.digi-communications.ro), under the section Investor Relations.

ANNUAL GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON TUESDAY, 18 MAY 2021, AT 14:00 PM CEST AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

AGENDA

1. Opening
2. Annual Report 2020

a. Board report 2020 (discussion item)
b Dividend and Reservations Policy (discussion item)
c. Adoption of the 2020 Annual Accounts (voting item)
d. Distribution of dividend (voting item)
e. Release from liability of the members of Board of Directors (voting item)

3. Remuneration Report for 2020
Remuneration Report for 2020 (advisory, non-binding vote)
4. Appointment of Statutory Auditor
Proposal to appoint Ernst & Young Accountants, LLP, Netherlands as the statutory auditor of the Company for the financial year 2021 (voting item)
5. Designation of the Board of Directors as the competent body to repurchase own Class B Shares
Designation of the Board of Directors as the competent body to repurchase Class B Shares (voting item)
6. Approval of award of stock options to executive and non-executive directors. Authorize the Board of Directors to decide upon the award of stock options to executive and non – executive directors of the Company (voting item)

7. Close of Meeting

SOURCE: EuropaWire

Further amendment in Digi Communications N.V. 2021 Financial Calendar

BUCHAREST, Romania, 31-Mar-2021 — /EPR FINANCIAL NEWS/ — Digi Communications NV would like to announce the investors and the market that there has been an amendment regarding its 2021 Financial Calendar. Due to recent developments, the Company’s procedure for internal approval and audit of the different sections of the 2020 Annual Report had to be delayed.

The Company thus announces a new financial calendar, stipulating a new date for the publication of the 2020 Annual Report and a new date for the General Meeting of Shareholders available on the Company’s official website (Investor Relations Section/Financial Calendar), at the following link: https://www.digi-communications.ro/en/investor-relations/shares/financial-calendar

SOURCE: EuropaWire

Digi Communications N.V. CEO Serghei Bulgac sold 4952 class B shares held in the Company’s share capital

BUCHAREST, Romania, 17-Mar-2021 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that, in accordance with the provisions of article 19 para. (1) of the Market Abuse Regulation, Mr. Serghei Bulgac, Chief Executive Officer and Executive Director of the Company, notified the Company in connection with the sale, during 12 March and 15 March 2021, of a number of 4952 class B shares held in the Company’s share capital.

In connection with this transaction, Mr. Serghei Bulgac notified also the Romanian Financial Supervisory Authority (ASF) and the Dutch Authority for the Financial Markets (AFM). Mr. Serghei Bulgac fulfilled the notification requirements under the Company’s internal policies.

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire

Digi Communications N.V. subsidiary RCS & RDS S.A. signs a EUR 150M senior facility agreement with group of banks

BUCHAREST, Romania, 16-Dec-2020 — /EPR FINANCIAL NEWS/ — The Company (Digi Communications N.V.) would like to inform its investors and the market that, on 15 December 2020, RCS & RDS S.A. (the Company’s subsidiary in Romania – „RCS&RDS”), as borrower and original guarantor, DIGI Távközlési és Szolgáltató Korlátolt Felelősségű Társaság as original guarantor, INVITEL Távközlési Zrt as Original Guarantor, the Company, as original guarantor, DIGI Spain Telecom S.L.U., as original guarantor and Citigroup Europe plc, Dublin Romanian Branch, ING Bank N.V. Amsterdam, Bucharest Branch and Unicredit Bank S.A. as original lenders and ING Bank N.V. as the facility agent of the other Finance Parties have concluded a senior facility agreement consisting in (i) a term loan facility in a total aggregate amount representing the RON equivalent of EUR 100,000,000; (ii) a revolving credit facility in a total aggregate amount representing the RON equivalent of EUR 50,000,000, for a period equal to the period between signing and the third anniversary of the Senior Facilities Agreement, and also permits the establishment from time to time of incremental facilities to be made available in accordance with the terms and within the limits of the Senior Facilities Agreement.

The term loan facility under the Senior Facility Agreement is meant to be used for the purposes of refinancing the amounts made available under the Facilities Agreement dated 7 October 2016, while the revolving facility may be used for capital expenditure, investments, general corporate, and working capital purposes (including intra-group loans) of the Digi group.

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire

Digi Communications N.V. to host its Q3 2020 financial results conference call on 13 Nov 2020

BUCHAREST, Romania, 6-Nov-2020 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that on 13 November 2020 at 14:00 UK time / 16:00 EEST (Romania local time) it will host a conference call to discuss the Q3 2020 financial results.

To participate please follow the instructions from our website: https://www.digi-communications.ro/en/investor-relations/shares/financial-calendar and pre-register for the call. The deadline for pre-registration is until 12:00 UK time/ 14:00 EEST (Romania local time) on 13 November 2020.

A recording of the conference call will be available on our website for 30 days: www.digi-communications.ro

SOURCE: EuropaWire

Digi Communications NV: Digi Spain extends Spanish MVNO Agreement

BUCHAREST, Romania, 9-Oct-2020 — /EPR FINANCIAL NEWS/ — DIGI COMMUNICATIONS N.V.  (BVB: DIGI) (The Company) would like to inform its investors and the market that on October, 8 the Company’s subsidiary from Spain (Digi Spain) and Telefonica Moviles España, S.A. (TME) agreed to extend the duration of the agreement regarding Digi Spain’s access to TME’s radio spectrum and mobile communication network and infrastructure (“The Spanish MVNO Agreement”) until September 30, 2026.

About Digi Communications NV

Digi is the parent holding company of RCS & RDS, a leading provider of pay TV and telecommunications services in Romania and Hungary. In addition, RCS & RDS provides mobile services as an MVNO to the large Romanian communities living in Spain and Italy, and in Spain it also provides fixed internet and data and fixed-line telephony services.

SOURCE: EuropaWire

Digi Communications NV 1H-2020 Financial Results now available

BUCHAREST, Romania, 14-Aug-2020 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that H1 2020 financial results are available on the Company’s website.

For details, please see:

https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares

SOURCE: EuropaWire

Digi Communications N.V.: Independent Limited Assurance Report issued on 30 Jul 2020 now available on BVB, ASF and Dutch AFM

BUCHAREST, Romania, 30-Jul-2020 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that on July 30, 2020, the Independent Limited Assurance Report issued by the external auditor of the Company on 30 July 2020 regarding the information included in the current reports issued by the Company under Law 24/2017 (Article 82) and FSA Regulation no. 5/2018 was made publicly available on the Romanian Stock Exchange (“BVB”) and the Company’s website, while also being available with the Romanian Financial Supervisory Authority (“ASF”) and the Dutch Authority for Financial Markets (“AFM”).

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire

RCS&RDS gets anti-trust body approval for its deal with Akta Telecom, Digital Cable Systems and ATTP Telecommunications

BUCHAREST, Romania, 27-Jul-2020 — /EPR FINANCIAL NEWS/ — The Company would like to inform its investors and the market that on July 24, 2020, the Competition Council issued the decision no. 38/21.07.2020 („RCC Decision”), authorising the economic concentration acomplished by RCS&RDS through gaining sole control over certain assets pursuant to the agreements entered into on 28 November 2019 („Agreements”) between the Company’s Romanian subsidiary, hereinafter referred to as „Assignee” and Digital Cable Systems S.A., AKTA Telecom S.A., respectively ATTP Telecommunicatios S.R.L., hereinafter referred together as “Assignors”.

Under these Agreements, RCS&RDS will operate the networks of the Assignors and will provide communications services to the clients, in exchange of the payment by RCS & RDS of a rent.

The condition precedent under the Agreements of obtaining the Competition Council’s authorisation is now met; the non-object decision being subject to RCS&RDS complying with the commitments it had offered and that were accepted by the competition authority („Commitments”).

The Commitments were offered by RCS&RDS in order to address the Competition Council’s concerns regarding the merger and they are broadly two sided, refering to:

– the relationship between RCS&RDS and the clients who will become RCS&RDS customers pursuant to the Agreements, and

– the relationship between RCS&RDS and the Tv Channel providers.

The Commitments regarding the clients will be binding for a period of three years as of the date of the authorisation and they mainly refer to the undertaking made by RCS&RDS to upgarde the networks and to provide to at least 95% of the clients communications services of the same technical quality as offered to its existing customers. In addition, RCS&RDS has to offer to all customers the opportunity to benefit from the packages and prices offered by RCS&RDS to its existing customers and refrain from price increases during the three year period under review.

The commitment regarding TV Channel providers is binding for a five-year period as of the date of the authorisation. The commitment refers to the undertaking made by RCS&RDS that, in case it does not reach a commercial agreement with any TV Channel provider for inclusion of such channel into its Basic TV Package, then it will offer the provider the possibility to carry such channel as a pay tv offering which shall be provided to customers in exchange for an additional charge. The price of such pay tv channel will be mainly determined by the TV Channel provider.

For details regarding the reports, please access the official website designated of Digi: www.digi-communications.ro (Investor Relations Section/Current Reports).

SOURCE: EuropaWire

ANCOM authorized RCS & RDS S.A. to apply a surcharge for certain roaming services in the EEA

BUCHAREST, Romania, 1-Jul-2019 — /EPR FINANCIAL NEWS/ — We would like to inform the market and our investors that the National Authority for Management and Regulation of Communications in Romania (ANCOM) has authorized RCS & RDS S.A., the Company’s subsidiary in Romania (“RCS&RDS”) to continue to apply a surcharge for certain mobile telephony roaming services supplied to its customers traveling in the European Economic Area (EEA), therefore including the European Union.

By decision issued on 1 July 2019, for allowing RCS&RDS to continue to recoup the costs incurred for the supply of roaming services and to continue to apply the national tariffs in Romania, ANCOM has authorized RCS&RDS’ request to apply a surcharge, on top of the national tariffs, for certain roaming services supplied to its own customers traveling in the EEA, but without going above the maximal following values:

  • 0.0187 Euro/minute (excluding VAT), for the calls made by its clients,
  • 0.0085 Euro/minute (excluding VAT), for the calls received by its clients (this value might vary in accordance with the changes brought by the European legislation),
  • 2.20 Euro/GB (0.00220 Euro/MB), excluding VAT.

RCS&RDS will apply the roaming surcharges starting from the first unit of consumption supplied to its own customers traveling in the EEA.

The renewed authorization issued by ANCOM will apply for 12 months starting 1 July 2019.

For information regarding the initial approval in this respect granted to RCS&RDS in 2017, we invite the market and our investors to refer to the current report issued by the Company on 30 June 2017 (http://www.digi-communications.ro/en/investor-relations/shares/current-reports/digi-current-report-30-06-2017).

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire

DIGI: our Romanian subsidiary RCS & RDS S.A. paid over LEI 1.2 billion for taxes and contributions to local and state budgets in 2017

BUCHAREST, Romania, 08-Jan-2019 — /EPR FINANCIAL NEWS/ — We would like to inform the market and our investors that, on 29 December 2018, an Emergency Government Ordinance no 114/2018 (the “GEO 114/2018”) establishing, amongst others, certain budgetary and tax measures was published in the Romanian Official Gazette. The GEO 114/2018 sets an increased monitoring tariff of 3% applied to the turnover of telecommunications operators meant to finance the activity of the National Authority for Management and Regulation in Communications of Romania (ANCOM). The prolongation of the exploitation period for the existing mobile communications licenses will be subject to the payment of 4% applied to the turnover generated from the mobile telephony operations in the year prior to the extension multiplied with the number of years for which the license validity period is prolonged. The further grant of the new mobile communications licenses will be subject to the payment of a percentage of either 2% or 4% applied to the turnover generated from the mobile telephony operations in the year prior to the grant date multiplied with the number of years corresponding to the validity period of the license. Also, the fines applicable for regulatory breaches in connection with the telecommunications sector in Romania were increased significantly.

The GEO 114/2018 additionally increased the level of the corporate tax applied to licenses owners operating energy or gas activities in Romania to 2% applied to the turnover generated from the respective energy or gas activity. In the public announcements made at the adoption of the GEO 114/2018, the Romanian Government’s representatives stated that the additional taxation would be caused by the “incorrect behaviour” of the telecommunications operators. We are of the opinion that these allegations have no legal, tax or economical basis, and that the decision to introduce these new taxes is ungrounded and discriminatory.

In connection with RCS & RDS S.A.’s activity, our Romanian subsidiary („Digi | RCS&RDS”), we express the following: Out of the turnover of approximately LEI 3.3 billion registered in 2017, Digi | RCS&RDS paid during the same year more than 1/3 (meaning over LEI 1.2 billion) for: taxes and contributions to the state budget, to the central authorities and to the local budgets; amounts due to state owned companies and other similar entities; and also it performed multiple payments to various public and private entities based on mandatory legal requirements. In connection with the income tax assessed by Digi | RCS&RDS, we must recall that, since 2007 until 2017, Digi | RCS&RDS invested more than EURO 2 billion for the development of a highly advanced fixed and mobile telecommunications network based on optical fibre. These investments were made to the benefit of millions of customers who enjoy today the best quality services at very advantageous prices. These investments performed by Digi | RCS&RDS (and which were subject of amortization) have implicitly determined the reduction of the taxable basis, in full compliance with the tax legislation.

In our view GEO 114/2018 is prejudicial to the development of the telecommunications and energy industries in Romania as it materially increases, without proper consultation and without any serious justification, the fiscal burden on businesses in these sectors, thus potentially restricting the ability to make further investments and affecting clients. We will be further evaluating the impact of GEO 114/2018 on our business and take those measures that are deemed necessary.

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

SOURCE: EuropaWire