Tag Archives: DIGI Távközlési és Szolgáltató Korlátolt Felelősségű Társaság

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. 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

RCS&RDS successfully closed its €850.0 million senior secured notes offering due 2025 & 2028

BUCHAREST, Romania, 5-Feb-2020 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. hereby reports successful closing of the offering of senior secured notes by RCS & RDS S.A., its Romanian subsidiary (“RCS&RDS”).

1. CLOSING OF THE OFFERING
The Company (Digi Communications N.V.) would like to inform the market and its investors that on 5 February 2020, RCS&RDS has successfully closed the offering (the “Offering”) of its (i) €450.0 million 2.50% senior secured notes due 2025 and (ii) €400.0 million 3.25% senior secured notes due 2028 (collectively, the “Notes”).

The Notes are expected to be listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and trading on its regulated market. The final offering memorandum dated 29 January 2020, together with the supplement dated 4 February 2020 will be made available on the Company’s website on or about today. A prospectus relating to the Notes will be made available on the website of the Company following its approval by the Central Bank of Ireland.

For further information in relation to the Offering and the Notes, please refer to the reports dated 27 January 2020 and 29 January 2020, each available at http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-obligatiuni-RCS-RDS-in-val-de-800mil-EURO-si-ajustare-sit-fin-Q3-2019/8A562 and http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Digi-anunta-suplimentarea-si-incheierea-ofertei-de-obligatiuni-de-catre-RCS-RDS/B3A8D.

2. CHANGE OF AGENT
The Company would like to inform the market and its investors that all Deutsche Bank entities that originally were expected to act in various agent capacities for the Offering were replaced with Citi Bank entities as follows:

  • Citibank, N.A., London Branch will act as the Principal Paying Agent and the Transfer Agent; and
  • Citigroup Global Markets Europe AG will act as the Registrar,

in each case as defined in the final offering memorandum relating to the Offering dated 29 January 2020.

3. SATISFACTION OF THE FINANCING CONDITION
With reference to the Notice of Conditional Full Redemption in relation to the Company’s €550,000,000 5.00% Senior Secured Notes due 2023 (the “2023 Notes”) dated 27 January 2020, the Company would like to inform the market and its investors that the Financing Condition (as defined in such notice) has been satisfied and the 2023 Notes will be redeemed in full on 6 February 2020.

This announcement is not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act, and no public offering will be made in the United States.

SOURCE: EuropaWire

RCS&RDS successfully priced the offering of up to EUR 800 million senior secured notes

BUCHAREST, Romania, 30-Jan-2020 — /EPR FINANCIAL NEWS/ — The Company (Digi Communications N.V.) would like to inform the market and its investors that on 29 January 2020, RCS&RDS has successfully priced the offering (the “Offering”) of its (i) €450.0 million 2.50% senior secured notes due 2025 and (ii) €400.0 million 3.25% senior secured notes due 2028 (collectively, the “Notes”).

Citigroup Global Markets Europe AG act as the Global Coordinator and Joint Physical Bookrunner in relation to the Offering. ING Bank N.V., London Branch and UniCredit Bank AG act as Joint Physical Bookrunners in relation to the Offering.

The settlement of the Notes is expected to take place on 5 February 2020.

The gross proceeds of the Offering will be used (such use, together with the Offering, the “Refinancing”) (a) to redeem the entire aggregate principal amount outstanding of €550.0 million 5.0% senior secured notes due 2023 issued by the Company and pay €22.3 million of redemption premium and accrued, but unpaid, interest to holders thereof; (b) to prepay or repay the aggregate principal amount of approximately €88.9 million equivalent (calculated at the NBR’s RON/€ exchange rate as at 23 January 2020) outstanding under the Group’s senior facilities agreement dated 7 October 2016 (as amended on 16 October 2017 and 5 June 2019), between, among others, RCS&RDS, as borrower, and BRD-Groupe Société Générale S.A., Citibank, N.A., London Branch, ING Bank and UniCredit Tiriac Bank, as lead arrangers; (c) to prepay the entire aggregate principal amount of approximately €73.4 million equivalent (at the NBR’s RON/€, or the CBH’s HUF/€, exchange rate, as applicable, as at 23 January 2020) outstanding under the Group’s senior facilities agreement dated 1 February 2018 (as amended on 9 March 2018), between the Issuer and DIGI Hungary, as borrowers, the Parent, as guarantor, Citibank N.A., London Branch and ING Bank N.V., as mandated lead arrangers, ING Bank N.V., as facility agent, and several other financial institutions, as lenders; (d) to repay (without cancelling) certain overdraft facilities; (e) to pay costs, expenses and fees (including the fees of the Global Coordinator and Joint Physical Bookrunner and Joint Physical Bookrunners, legal and accounting fees and other transaction costs) in connection with the Refinancing; and (f) for general corporate purposes (which may include acquisitions).

The Notes are expected to be listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and trading on its regulated market. A prospectus relating to the notes will be made available on the website of the Company in due course.

For further information in relation to the Offering and the Notes, please refer to the report dated 27 January 2020 available at http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-obligatiuni-RCS-RDS-in-val-de-800mil-EURO-si-ajustare-sit-fin-Q3-2019/8A562)

This announcement is not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act, and no public offering will be made in the United States.

SOURCE: EuropaWire

Digi Group signs EUR 150,000,000 syndicated facility agreement

BUCHAREST, Romania, 31-Jul-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform its investors and the market that, on 30 July 2019, RCS & RDS S.A. (the Company’s subsidiary in Romania – „RCS&RDS”), as borrower and original guarantor, Digi Távközlési és Szolgáltató Korlátolt Felelősségű Társaság (RCS & RDS S.A.’s subsidiary in Hungary – „Digi Kft.”), as borrower and original guarantor, the Company, as borrower, original guarantor and parent, Invitel Távközlési Zrt, as original guarantor, Citibank, N.A., London Branch, ING Bank N.V. and Unicredit Bank S.A., as mandated lead arrangers, Unicredit Bank S.A., as original issuing bank, and ING Bank N.V. as the agent of the other finance parties and several other financial institutions as original lenders, have concluded a syndicated multicurrency facility agreement consisting of two facilities in RON, EUR and HUF (the „Syndicated Facility Agreement”).

The Syndicated Facility Agreement is granted for 12 months, with the possibility of extension up to 24 months from the execution date of the Syndicated Facility Agreement. The value of the Syndicated Facility Agreement is EUR 150,000,000 and may be increased up to EUR 250,000,000 (or its equivalent in other currencies).

The Syndicated Facility Agreement is meant to be used by the Company and its subsidiaries for the purpose of investments.

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

SOURCE: EuropaWire

Digi Communications priced EUR 200M 5.0 percent additional senior secured notes due 2023

BUCHAREST, Romania, 8-Feb-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that on 7 February 2019 it successfully priced €200,000,000 5.0% senior secured notes due 2023 (the “Additional Notes”) to be consolidated and treated as a single class with the existing €350,000,000 5.0% senior secured notes due 2023 (the “Original Notes”) – the “Offering”.

The Additional Notes are expected to settle on 12 February 2019.

The Additional Notes have a yield to maturity of 4.578% and the gross proceeds of the Offering are €203,500,000 plus interest deemed to have accrued from (and including) October 15, 2018 (the last date on which interest on the Original Notes was paid) to 12 February 2019 (the settlement date).

Citigroup Global Markets Ltd. acted as the Sole Global Coordinator and Physical Bookrunner in relation to this Offering.

SOURCE: EuropaWire

Citigroup Global Markets Ltd. will act as the Sole Global Coordinator and Physical Bookrunner Digi Communications N.V.’s additional €125 million senior secured notes

BUCHAREST, Romania, 6-Feb-2019 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that, on 6 February 2019, it decided to offer (the “Offering”) additional €125,000,000 5.0% senior secured notes due 2023 (the “Additional Notes”), to be consolidated and treated as a single class with the existing  €350,000,000 5.0% senior secured notes due 2023 (the “Original Notes”, and, together with the Additional Notes, the “Notes”) issued by the Company under the Indenture originally dated October 26, 2016 and supplemented on June 8, 2017 and June 28, 2018 (the “Indenture”), which are currently listed on the official list (the “Official List”) and trading on the regulated market (the “Main Securities Market”) of the Irish Stock Exchange plc (trading as Euronext Dublin).

The Additional Notes will be offered solely to (1) “qualified institutional buyers” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or (2) Non-U.S. persons purchasing the Additional Notes outside the United States in reliance on Regulation S under the U.S. Securities Act. The Additional Notes will not be offered to any person or in any jurisdiction if this would be unlawful or would require any approval.

Citigroup Global Markets Ltd. will act as the Sole Global Coordinator and Physical Bookrunner in relation to the Offering.

The Additional Notes will be consolidated and treated as a single class with the Original Notes. The minimum denomination of the Additional Notes will be, as for the Original Notes, €100,000. The Additional Notes will have identical terms and conditions in all respects as the Original Notes, including, without limitation, with respect to payments of interest, waivers, amendments, redemptions and offers to purchase. The Additional Notes will be fully fungible with the Original Notes, subject to certain temporary restrictions designed to ensure compliance with applicable provisions of the US law.

For more information, please visit the original release on EuropaWire.