AI Terminal
Digi Communications N.V.
Regulatory Filings • Jan 31, 2020
6226_iss_2020-01-30_53314155-a82b-461a-b083-af5720f4e9ca.pdf
Regulatory Filings
Open in ViewerOpens in native device viewer
To: The Romanian Financial Supervisory Authority Financial Instruments and Investments Sector The Bucharest Stock Exchange Regulated Spot Market, Category Int'l (Shares)
From DIGI COMMUNICATIONS N.V.
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 30 January 2020 |
|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
| Statutory seat: | Amsterdam, The Netherlands |
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, th floor, 5th District, Romania Phase I, 4 |
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 |
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
| Romanian Tax Registration Code: | RO 37449310 |
| Share Capital: | EUR 6,810,042.52 |
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
| Number of listed shares: | 35,443,972 class B shares |
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: Independent Limited Assurance Report on the information included in the current reports issued by the Company in accordance with requirements of Law 24/2017 (Article 82) and FSA Regulation no. 5/2018.For details, please see the report attached below.
Serghei Bulgac
Chief Executive Officer
Ernst & Young Assurance Services SRL Bucharest Tower Center Building, 22nd Floor 15-17 Ion Mihalache Blvd., Sector 1 011171 Bucharest. Romania
Tel: +40 21 402 4000 Fax: +40 21 310 7193 [email protected] ev.com
Independent Limited Assurance Report on the information included in the current reports issued by the Company in accordance with requirements of Law 24/2017 (Article 82) and Regulation no. 5/2018
To the Board of Directors of Digi Communications N.V.
We were engaged by Digi Communications N.V. (hereinafter "the Company ") to perform certain procedures in accordance with Requlation no. 5/2018 of Financial Supervisory Authority ("ASF") with all its subsequent amendments and updates and report on the information included in the attached current reports (dated 14 August 2019, 13 September 2019, 15 October 2019, 15 November 2019, 13 December 2019, 15 January 2020 and the current amending report dated 30 January 2020) (hereinafter the "Reporting Schedules") that have been prepared by the Company in accordance with the requirements of the Law 24/2017 (Article 82) (the "criteria") to report to the Financial Supervisory Authority ("FSA") and to the Bucharest Stock Exchange for the period from 1 July 2019 to 31 December 2019. The Reporting Schedules have been prepared by the Company based on legal documents signed by the Company with its administrators, employees and significant shareholders as well as with the persons related to them. The Reporting Schedules are the responsibility of the Company's management. Our procedures have been performed exclusively on the Reporting Schedules mentioned above, covering the period 1 July 2019 to 31 December 2019.
Specific Purpose
This report is intended solely for the purposes specified in the first paragraph above and for your information and must not be used for any other purpose. The report refers exclusively to the Reporting Schedules and must not be associated with any Company's financial statements as a whole. Our procedures have been performed exclusively on the contracts signed during the period 1 July 2019 to 31 December 2019.
Management's Responsibilities
The Company's management is responsible for the Reporting Schedules in accordance with the requirements of the Law 24/2017 (Article 82) ("the criteria"). In particular, the Company's management is responsible for internal controls being designed and implemented to prevent the Reporting Schedules from being materially misstated.
In addition, the Company's management is responsible for ensuring that the documentation provided to the auditor is complete and accurate. The Company's management is also responsible for maintaining the internal control system that reasonably ensures that the documentation described above is free from material misstatements, whether due to fraud or error.
Auditor's Responsibilities
We conducted our assurance engagement in accordance with International Assurance Standards, particularly ISAE 3000 (revised), "Assurance Engagements Other than Audits or Reviews of Historical Financial Information", as adopted by the Chamber of Financial Auditors in Romania. These regulations require that we comply with ethical standards and plan and perform our assurance engagement to obtain limited assurance about the Reporting Schedules.
We apply International Standard on Quality Control 1 (ISQC 1), and accordingly, we maintain a robust system of quality control, including policies and procedures documenting compliance with relevant ethical and professional standards and requirements in law or regulation.
We comply with the independence and other ethical requirements of the IESBA Code of Ethics for Professional Accountants, which establishes the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
The procedures selected depend on the auditor's judgment. The procedures include, in particular, inquiry of the personnel responsible for financial reporting and risk management and additional procedures aimed at obtaining evidence about the Reporting Schedules.
The assurance engagement performed represents a limited assurance engagement. The nature, timing and extent of procedures performed in a limited assurance engagement is limited compared with that necessary in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is lower.
In respect of the Reporting Schedules of the Company we have performed the following procedures:
- 1) We have obtained the attached Reporting Schedules from the Company and agreed that the signatures on the Reporting Schedules are those of relevant representative of the Company and we have undertaken a comparison of the details required to be included in the Reporting Schedules as indicated in Law 24/2017 (Article 82) to the information actually included by the Company.
- 2) We have compared details, for the individual contracts/agreements we have considered, as detailed in this Report, to determine if the Reporting Schedules is consistent, in all material respects, with information as per signed contracts and agreements presented to us and that the presented documents have been signed by representatives of the Company that are indicated in the authorized signature schedule provided to us by the Company. As applicable, our procedures have compared the Reporting Schedules to the contract and agreement documentation for consistency of details on: the parties which signed the legal document; the date when documentation was signed and the nature of the documentation; the description of the type of goods/services as indicated in the documentation; the total value of the contract/agreement documentation, and, as applicable, contract related terms and conditions.
- 3) We have compared the details disclosed in the Reporting Schedules for consistency with the information provided to us from discussion with management and to the extent indicated in contract/agreement documentation, in relation to the basis and nature of the contract/agreement entered into by the parties.
- 4) From discussions with the management and from perusal of Company policies and procedures provided to us, we have considered the consistency of the transactions performed with administrators, employees and significant shareholders, as well as with persons related to them with the Company's policies and procedures.
- 5) To the extent that there is a market price for goods or services provided by administrators, employees and significant shareholders, as well as with persons related to them, we have discussed the basis for the price agreement and considered if, to the extent applicable, the prices agreed are consistent with that used for third (other) parties, where similar goods or services could be provided. To the extent that no market prices are available, we have analyzed if the transactions have been performed based on the signed approved contracts.
Our procedures have been performed only on the contracts included in the attached Reporting Schedules, that have been concluded/modified during 1 July 2019 to 31 December 2019 and that have an estimated value during the reporting period above 50,000 Euros. We have not performed any procedures to verify whether the Reporting Schedules include all the transactions and details that the Company has to report according to Article 82 of Law 24/2017 for the reporting period.
Conclusion
Based on the procedures performed and evidence obtained, as described above, regarding the legal documents which are included in the Reporting Schedules, nothing has come to our attention that causes us to believe that:
- a) The details as indicated in the Reporting Schedules are not in accordance with the related contracts/agreements presented to us.
- b) The details in the Reporting Schedules are not, in all material respects, consistent with the requirements of the legislation.
- c) The related contracts/agreements provided to us were not properly authorized by representatives of the Company.
- d) The prices have not been established by mutual agreement between the parties in accordance with the type of goods/services and also by considering other terms and conditions mentioned in the respective contracts signed between the parties.
e) The terms and conditions of the contracts reported by the Company under which transactions have been completed with administrators, employees, significant shareholders, as well as with the persons related to them, are not established on the basis of the contracts signed by the Company according to the type of services and to other terms and conditions agreed between the parties.
Our report is solely for the purpose set forth in the first paragraph of this Report and for your information and is not to be used for any other purpose.
This Report relates only to the Reporting Schedules as mentioned above and does not extend to any other reports of the Company, individually or taken as a whole.
On behalf of Ernst & Young Assurance Services SRL
Bogdan Ion Partner
30 January 2020 Bucharest, Romania
| Emst & Voung Assufaros Services S.R.I | |
|---|---|
| 3 0. IAN. ZUZO | |
| Signed tor ve .tification |
Attachment
- Reporting Schedules
DIGH
| To: | The Romanian Financial Supervisory Authority | ||||
|---|---|---|---|---|---|
| Financial Instruments and Investments Sector | |||||
| The Bucharest Stock Exchange | |||||
| Regulated Spot Market, Category Int'l (Shares) | |||||
| From | DIGI COMMUNICATIONS N.V. | ||||
| CURRENT REPORT | |||||
| pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to t Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instrum and market operations, and the relevant provisions of the Bucharest Stock Exchange Code |
|||||
| Report date: | 14 August 2019 | ||||
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company" | ||||
| Statutory seat: | Amsterdam, The Netherlands | ||||
| Report date: | 14 August 2019 | |||
|---|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") | |||
| Statutory seat: | Amsterdam, The Netherlands | |||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania +4031.400.65.05/ +4031.400.65.06 |
|||
| Phone/Fax number: | ||||
| Netherlands Chamber of Commerce | Registration - number - with - The Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 |
|||
| Business Register and Dutch Legal Entities Entities and Partnerships Identification Number (RSIN): |
RSIN: 808800322 | |||
| Romanian Tax Registration Code: | RO 37449310 | |||
| Share Capital: | EUR 6,810,042.52 | |||
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
|||
| Number of listed shares: | 35,443,972 class B shares | |||
| securities are traded: | Regulated market on which the issued Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
|||
| Important events to be reported: | Reporting of legal documents concluded by DIGI |
COMMUNICATIONS N.V. in July 2019 or in other period but effective in July 2019, in accordance with Carticle 82 of of Law Ino. 24/2017 Person Caron. 9 model 2017 m Correly 2017, In acordailo Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in July 2019 under article 82 of Law no. 24/2017
I.
During July 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under article 82 of Law no. 24/2017.
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in July 2019 under article 82 of Law no. 242017 II.
| Balance at 31 July 2019 16 |
350,865,200 | 100,000 | Emst & Yourg Assurance Services S.R.L. 3 0. IAN. 2020 |
|||
|---|---|---|---|---|---|---|
| Pen alti |
દર | 15 | - | ı | ||
| Receivables/L iabilities in Estimated |
RON | 14 | 1,660,855,511 | 473,360 | ||
| Receivables/ Liabilities in Estimated |
нсу | 13 | 350,865 ,200 | 100,000 | ||
| Guarantees | 12 | Agreement compliance (pct XIV) pg Agreement Borrowings Indenture Prospectus please see Loans and with the 2016. For April 2017. F-64/350 and the October Bearings from the Note 14 from 26 Interest from 7 Facility Senior details 2016 IPO ന്ന |
- | |||
| Payment term | 11 | 5.562% interest payment order payments p.a with quarterly through |
payment order Monthly, |
|||
| Comments | 10 | י | Remuneration each director. Information, Net amount per year for For details, Additional subchapter please see Chapter 5 Directors, Board of Part 13- 5.7 |
|||
| Total Contract Value | Amount in HCY |
ರಿ | 350,000,000 | 100,000 | ||
| НСУ | 8 | EUR | EUR | |||
| Object | 7 | Proceeds Loan- Bonds 2016 |
Management contracts |
|||
| Addendum End date |
e | N/A | N/A | |||
| Addendum Start Date |
រោ | N/A | N/A | |||
| End Date Initial |
Contract | য | 30/09/2023 | April/May 2020 |
||
| Start Date Initial |
Contract | m | 26/10/2016 | April/May 2017 |
||
| Supplier/Th party to the e other |
contract | 2 | COMMUNIC COMMUNIC ATIONS N.V. SYSTEMS ATIONS (CABLE N.V.) DIGI |
Directors | ||
| Beneficiary/ One party to |
the contract | 1 | RCS&RDS S.A. | COMMUNICA TIONS N.V. DIGI |
2 of 3 | |
| No. | 0 | 1 | て | Page | ||
Signed for identification
| Balance at 31 July 2019 |
805,353 | 7,742,279 | 204,003,052 | ||
|---|---|---|---|---|---|
| Pen alti દર |
- | - | - | ||
| Receivables/L Estimated iabilities in |
RON | 3,812,219 | 36,648,850 | 965,668,847 | |
| Receivables/ Liabilities in Estimated |
HCY | 805,353 | 7,742,279 | 204,003,052 | |
| Guarantees | l | compliance Agreement Agreement Indenture with the and the October Facilitv from 7 Senior 2016 2016 ln |
|||
| Payment term | 5.5% p.a interest | 5.5% p.a interest | 5.00% îp.a, to be Interest shall be provided by the transfer pricing agreed by the the basis of a higher than tax advisers parties on analysis |
||
| Comments | from the IPO from 26 April of directors Prospectus 2017. |
Addendum for the extension of the credit and interest date up to 9 repayment May 2020 |
- | the initial one, addition of a new loan to mentioned Consist of amount in the |
|
| Total Contract Value | Amount in НСУ |
5,000,000 | 10,000,000 | 203,500,000 | |
| HCY | EUR | Euro | EUR | ||
| Object | date related to the Borrowing Contract from the credit and Extension of ay 2017 repayment interest 12 M |
Loan | Proceeds Loan- 2016, as amended and the additional according cu Bonds 2019 12.02.2019 restated at Bonds |
||
| Addendum End date |
09/05/2020 | N/A | N/A | ||
| Addendum Start Date |
28/05/2019 | N/A | N/A | ||
| End Date Initial |
Contract | N/A | 16/12/2019 | 30/09/2023 | |
| Start Date Initial |
Contract | N/A | 17/12/2018 | 12/02/2019 | |
| Supplier/Th party to the e other |
contract | MANAGEME NT SA RCC |
Communicat ions N.V. Digi |
COMMUNIC ATIONS N.V. DIGI |
|
| One party to Beneficiary/ |
the contract | RCS&RDS SA | RCS&RDS SA | Samahai Rulasa Chiaf Evanutiva Offican RCS&RDS S.A. |
|
| No. | ಕ | র্ব | ഗ |
Serghei Bulgac, Chief Executive Officer
Signed for identification
Semnat pentru identificare Emst & Young Assufance Services S.R.L. 3 0. 1AN. 2020
100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
| To: | The Romanian Financial Supervisory Authority |
|---|---|
| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange | |
| Regulated Spot Market, Category Int'l (Shares) | |
| From | DIGI COMMUNICATIONS N.V. |
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and rearket operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 13 September 2019 |
|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
| Statutory seat: | Amsterdam, The Netherlands |
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4" floor, 5" District, Romania |
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 |
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Entities Legal - and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
| Romanian Tax Registration Code: | RO 37449310 |
| Share Capital: | EUR 6,810,042.52 |
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
| Number of listed shares: | 35,443,972 class B shares |
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: COMMUNICATIONS N.V. in August 2019 or in other period but effective in August 2019, in accrdance with Carticle 82 Coof of Caw no. 24/2017 Cand Car FSA . Regulation . FSA . Regulation . . . no. . . . . . . . . . . . . Regulation . . . . . . . . Regulation . . . . . . . . Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in August 2019 under article 82 of Law no. 24/2017
」。
During August 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under article 82 of Law no. 24/2017.
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in Angust 2019 under article 82 of Law no. 242017 II.
| Balance at 31 August 2019 |
16 | 352,487,450 | 100,000 | ||||
|---|---|---|---|---|---|---|---|
| Pen alti દર |
- | ||||||
| Receivables/ Liabilities in Estimated RON |
1,667,054,146 | 472,940 | |||||
| Receivables/ Liabilities in Estimated HCY |
352,487,450 | 100,000 | |||||
| Guarantees | 12 | compliance Agreement (pct XIV) pg Agreement Borrowings Prospectus Indenture please see April 2017. with the 2016. For Loans and F-64/350 Bearings and the October from the Note 14 from 26 Interest Facility from 7 Senior details 2016 IPO In |
- | ||||
| Payment term | 5.562% interest payment order payments quarterly through p.a with |
payment order Monthly, |
|||||
| Comments | 10 | - | Remuneration each director. Information, Net amount per year for subchapter For details, please see Additional Chapter 5 Directors, Board of Part 13- 5.7 |
||||
| Amount in Total Contract Value |
ਰੇ | 350,000,000 | 100,000 | ||||
| НСУ | 8 | EUR | EUR | ||||
| Object | 7 | Proceeds Loan- Bonds 2016 |
Management contracts |
||||
| Addendum End date |
ર | N/A | N/A | ||||
| Addendum Start Date |
ഗ | N/A | N/A | ||||
| End Date Contract Initial |
ব | 30/09/2023 | April/May 2020 |
||||
| Start Date Contract Initial |
ਤੇ | 26/10/2016 | April/May 2017 |
||||
| Supplier/Th party to the contract e other |
N | ATIONS N.V. COMMUNIC COMMUNIC SYSTEMS ATIONS (CABLE N.V.) પ્રાણ |
Directors | ||||
| One party to Beneficiary/ the contract |
I | RCS&RDS S.A. | COMMUNICA TIONS N.V. DIGI |
||||
| No. | 0 | I | て | ||||
| Balance at 31 August 2019 Pen alti |
દર | 448,514 | 7,778,318 - |
204,946,275 - |
||
|---|---|---|---|---|---|---|
| Receivables/ Liabilities in Estimated |
RON | 2,121,202 | 36,786,778 | 969,272,911 | ||
| Receivables/ Liabilities in Estimated |
HCY | 448.514 | 7,778,318 | 204,946,275 | ||
| Guarantees | - | l | compliance Agreement Agreement Indenture with the and the October from 7 Facility Senior 2016 2016 lm |
|||
| Payment term | 5.5% p.a interest | 5.5% p.a interest | 5.00% ip.a, to be Interest shall be transfer pricing provided by the agreed by the the basis of a higher than tax advisers parties on analysis |
|||
| Comments | from the IPO from 26 April of directors Prospectus 2017. |
Addendum for the extension date up to 9 of the credit and interest repayment May 2020 |
- | the initial one, addition of a new loan to mentioned Consist of amount in the |
||
| Total Contract Value | Amount in нсу |
5,000,000 | 10,000,000 | 203,500,000 | ||
| НСУ | EUR | Euro | EUR | |||
| Object | date related to the Borrowing the credit and Contract from Extension of 12 May 2017 repayment interest |
Loan | Proceeds Loan- 2016, as amended and the additional according cu Bonds 2019 restated at 12.02.2019 Bonds |
|||
| Addendum End date |
09/05/2020 | N/A | N/A | |||
| Addendum Start Date |
28/05/2019 | N/A | N/A | |||
| End Date Initial |
Contract | N/A | 16/12/2019 | 30/09/2023 | ||
| Start Date Initial |
Contract | N/A | 17/12/2018 | 12/02/2019 | ||
| Supplier/Th party to the e other |
contract | MANAGEME NT SA RCS |
Communicat ions N.V. Digi |
COMMUNIC ATIONS N.V. DIGI |
Serghei Bulgac, Chief Executive Officer | |
| One party to Beneficiary/ |
the contract | RCS&RDS SA | RCS&RDS SA | RCS&RDS S.A. | ||
| No. | ಗ್ರಾ | 0 | S |
Signed for identification
Semnat pentru identificare ETIST & Young Assufance Services S.R.L 3 0. 1AN. 2020
1001Cal
| To: | The Romanian Financial Supervisory Authority |
|---|---|
| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange | |
| Regulated Spot Market, Category Int'l (Shares) | |
| From | DIGI COMMUNICATIONS N.V. |
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 15 October 2019 | ||
|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") | ||
| Statutory seat: | Amsterdam, The Netherlands | ||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4" floor, 5" District, Romania |
||
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 | ||
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Entities Legal - and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
||
| Romanian Tax Registration Code: | RO 37449310 | ||
| Share Capital: | EUR 6,810,042.52 | ||
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
||
| Number of listed shares: | 35,443,972 class B shares | ||
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: COMMUNICATIONS N.V. in September 2019 or in other period but effective in September 2019, in accordance with article 82 of of Law no. 24/2017 and FSA Regulation no. 5/2018.
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in September 2019 under article 82 of Law no. 24/2017 l.
| Balance at 30 September 2019 |
ાર | 15,409,630 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
હર | 15 | |||||||||
| Liabilities in Receivables, Estimated |
RON | 14 | 73,212,691 | ||||||||
| Liabilities in Estimated Receivables, |
HCY | ਹਤ | 15,409,630 | ||||||||
| Guarantees | 12 | ||||||||||
| Payment term | 11 | Dobânda 5.5% p.a. |
|||||||||
| Comments | 10 | provisions of the contract unchanged All other remain |
|||||||||
| Total Contract Value | Amount in HCY |
20.000.000 | |||||||||
| НСУ | EUR | ||||||||||
| Object | total amount to increasing the Addendum to extending the FUR20.000.000 period and contract the loan |
||||||||||
| Addendum End date |
6 | 16/12/2020 | |||||||||
| Addendum Start Date |
S | 16/12/2019 12/09.2019 | |||||||||
| End Date Initial |
Contract | ||||||||||
| Start Date Initial |
Contract | 17/12/2018 | |||||||||
| party to the Supplier/Th e other |
contract | Communicat ions N.V. Digi |
|||||||||
| One party to Beneficiary/ |
the contract | RCS&RDS S.A. | |||||||||
| No. |
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in September 2019 under article 82 of Law no. 242017 II.
| Balance at 30 September 2019 |
16 | 350,000,000 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
હર | 15 | - | |||||||||||
| Receivables/ Liabilities in Estimated |
RON | 14 | 1,662,885,000 | |||||||||||
| Receivables/ Liabilities in Estimated |
HCY | 13 | 350,000,000 | |||||||||||
| Guarantees | compliance Agreement Borrowings Agreement (pct XIV) pg Prospectus Indenture please see Loans and 2016. For F-64/350 Bearings with the October from the and the Note 14 Interest from 26 from 7 Facility details Senior 2016 IPO 12 In |
|||||||||||||
| Payment term | 11 | 5.562% interest payment order payments quarterly p.a with through |
||||||||||||
| Comments | 10 | l | ||||||||||||
| Total Contract Value | Amount in НСУ |
ਰੇ | 350,000,000 | |||||||||||
| НСУ | 8 | EUR | ||||||||||||
| Object | L | Proceeds Loan- Bonds 2016 |
||||||||||||
| Addendum End date |
ર | N/A | ||||||||||||
| Addendum Start Date |
റ | N/A | ||||||||||||
| End Date Initial |
Contract | র্ব | 30/09/2023 | |||||||||||
| Start Date Initial |
Contract | ਤੇ | 26/10/2016 | |||||||||||
| Supplier/Th party to the e other |
contract | ATIONS N.V. COMMUNIC communic SYSTEMS ATIONS (CABLE N.V.) DIGI 2 |
||||||||||||
| One party to Beneficiary/ |
RCS&RDS S.A. the contract 1 |
|||||||||||||
| No. | 0 | 1 | ||||||||||||
Semnat peninu identificare Ernst & Young Assurance Services S.R.L. 3 0. IAN. 2020
| Balance at 30 September 2019 Pen alti Receivables/ Liabilities in Estimated Receivables/ Liabilities in Estimated |
ર્દિ RON |
100,000 475,110 |
445,398 - 2,116,133 |
Is mentioned in Annex point 1 - mentioned in Annex I point Are 1 |
203,500,000 - 966,848,850 |
|
|---|---|---|---|---|---|---|
| HCY | 100,000 l |
445,398 l |
mentioned in Annex l point 1 Are - |
203,500,000 Senior 2016 2016 In |
||
| payment order Monthly, |
5.5% p.a interest | 5.5% p.a interest | compliance Agreement Agreement Indenture with the and the October Facility from 7 Interest shall be 5.00% ip.a, to be provided by the transfer pricing agreed by the the basis of a higher than tax advisers parties on analysis |
|||
| Net amount per year for |
Remuneration each director. Information, from the IPO subchapter For details, of directors Prospectus Chapter 5 please see Additional Directors, Board of Part 13- 5.7 |
from 26 April | Addendum for the extension of the credit and interest date up to 9 repayment May 2020 2017. |
- | the initial one, addition of a new loan to mentioned Consist of amount in the |
|
| Amount in | HCY | 100,000 | 5,000,000 | 10,000,000 | 203,500,000 | |
| НСУ | EUR | EUR | Euro | EUR | ||
| Object | Management contracts |
date related to the Borrowing Contract from the credit and 12 May 2017 Extension of repayment interest |
Loan | Proceeds Loan- Bonds 2016, as amended and the additional according cu restated at Bonds 2019 12.02.2019 |
||
| Addendum | N/A | 09/05/2020 | N/A | N/A | ||
| Addendum | N/A | 28/05/2019 | N/A | N/A | ||
| Contract | April/May 2020 |
N/A | 16/12/2019 | 30/09/2023 | ||
| Initial | Contract | April/May 2017 |
N/A | 17/12/2018 | 12/02/2019 | |
| party to the | contract | Directors | MANAGEME nt Sa RCS |
Communicat ions N.V. Digi |
COMMUNIC ATIONS N.V. DIGI |
|
| One party to Beneficiary/ |
the contract | COMMUNICA TIONS N.V. DICI |
RCS&RDS SA | RCS&RDS SA | RCS&RDS S.A. | |
| No. | て | ಗ್ರಾ | ਧ | ഗ |
Emst & Young Ass Crance Sanicat S.R.L _Sloned for id~~tification 3 0. 1AN. 2020
Page
| Balance at 30 September 2019 |
0 | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
હટ | l | |||||||||||||||||||||||||||||||
| Receivables/ Liabilities in Estimated |
RON | 0 | |||||||||||||||||||||||||||||||
| Receivables/ Liabilities in Estimated |
HCY | 0 | |||||||||||||||||||||||||||||||
| Guarantees | l | ||||||||||||||||||||||||||||||||
| Payment term | Payment date | until | 31/12/2019, | with extension | option; payment | order/compensa | tion | ||||||||||||||||||||||||||
| Comments | Estimated | value, net of | VAT | ||||||||||||||||||||||||||||||
| Total Contract Value | Amount in НСУ |
4,931,693 | |||||||||||||||||||||||||||||||
| HCY | EUR | ||||||||||||||||||||||||||||||||
| Object | advisors in the context of the |
bond issue | from February 2019, |
considering | that the legal | entity who | issued the | bonds is Digi | Communicatio | ns N.V. | Re-invoicing | from Digi | Communicatio | ns N.V. to | RCS&RDS of | the costs | resulting from | the bond issue | dated February | 2019, | considering | that the final | beneficiary of | the financing | are the | subsidiaries of | Digi | Communicatio | ns N.V., | RCS&RDS and | Digi HU | ||
| Addendum End date |
N/A | ||||||||||||||||||||||||||||||||
| Addendum Start Date |
N/A | ||||||||||||||||||||||||||||||||
| End Date Initial |
Contract | Until the | fulfillment of | the | obligations | and | operations | mentioned | in the | contract | |||||||||||||||||||||||
| Start Date Initial |
Contract | Confirmed | the | agreement | between the | parties | existing | from | February | 2019 | |||||||||||||||||||||||
| Supplier/Th party to the e other |
contract | DIGI | COMMUNIC | ATIONS N.V. | |||||||||||||||||||||||||||||
| One party to Beneficiary/ the contract |
RCS&RDS S.A. | Serghei Bulgac, Chief Executive Officer | |||||||||||||||||||||||||||||||
| No. | 7 |
Emst & Young Assureros Services S.R.L. 了 0.1AN. 2020 Signed to: identification
100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
| To: | The Romanian Financial Supervisory Authority |
|---|---|
| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange | |
| Regulated Spot Market, Category Int'l (Shares) | |
| From | DIGI COMMUNICATIONS N.V. |
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 15 November 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") | ||||||
| Statutory seat: | Amsterdam, The Netherlands | ||||||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
||||||
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 | ||||||
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch - Legal - Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
||||||
| Romanian Tax Registration Code: | RO 37449310 | ||||||
| Share Capital: | EUR 6,810,042.52 | ||||||
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
||||||
| Number of listed shares: | 35,443,972 class B shares | ||||||
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: COMMUNICATIONS N.V. in October 2019 or in other period but effective in October 2019, in accordance with article 82 Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in October 2019 under article 82 of Law no. 24/2017
Not applicable.
I.
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other 2019 mder article 82 of Law no. 24/2017 II.
| Balance at 31 October 2019 |
16 | 1,632,441 | 350,865,200 | 100,000 | |
|---|---|---|---|---|---|
| Pen alti |
દર | 15 | - | i | |
| Receivables/ Liabilities in Estimated |
RON | 14 | 7,751,318 | 1,666,013,229 | 474,830 |
| Receivables/ Liabilities in Estimated |
HCY | 13 | 1,632,441 | 350,865,200 | 100,000 |
| Guarantees | 12 | l | compliance Agreement Agreement (pct XIV) pg Borrowings Prospectus Indenture please see April 2017. Loans and with the 2016. For F-64/350 Bearings from the and the October from 26 Note 14 Interest Senior Facility from 7 details 2016 IPO ln |
||
| Payment term | 11 | 5.5% p.a interest | 5.562% interest payment order payments quarterly p.a with through |
payment order Monthly, |
|
| Comments | 10 | provisions of the contract unchanged All other remain |
each director. Net amount per year for For details, please see Part 13- |
||
| Total Contract Value | Amount in НСУ |
ਰੇ | 20.000.000 | 350,000,000 | 100,000 |
| нсу | 8 | Euro | EUR | EUR | |
| Object | 7 | total amount to EUR20,000,000 increasing the Addendum to extending the period and the loan contract |
Proceeds Loan- Bonds 2016 |
Management contracts |
|
| Addendum End date |
e | 16/12/2020 | N/A | N/A | |
| Addendum Start Date |
ഹ | 12/09/2019 | N/A | N/A | |
| End Date Initial |
Contract | 4 | 16/12/2019 | 30/09/2023 | April/May 2020 |
| Start Date Initial |
Contract | ಟ | 17/12/2018 | 26/10/2016 | April/May 2017 |
| party to the Supplier/Th e other |
contract | 2 | Communicat ions N.V. Digi |
COMMUNIC ATIONS N.V. COMMUNIC SYSTEMS ATIONS (CABLE N.V.) DIGI |
Directors |
| One party to Beneficiary/ |
the contract | L | RCS&RDS SA | RCS&RDS S.A. | COMMUNICA TIONS N.V. ાણ |
| No. | 0 | 1 | ਟ | 3 | |
Signed for identification 3 0. lan. 2020
Emst & Young Assummer Sony Sonices S.R.L.
| Balance at 31 October 2019 Pen alti es Receivables/ Liabilities in Estimated RON |
441,873 | 204,003,052 | 113.198 | Emst & Young Assurance Services S.R.L. | 3 0. IAN. 2020 | Signed for identification | |||
|---|---|---|---|---|---|---|---|---|---|
| - | - | 1 | |||||||
| 2,098,146 | 968,667,692 | 537,498 | |||||||
| Receivables/ Liabilities in Estimated НСУ |
441,873 | 204,003,052 | 113.198 | ||||||
| Guarantees | t | compliance Agreement Agreement Indenture with the and the October Facility from 7 2016 Senior 2016 ln |
- | ||||||
| Payment term | 5.5% p.a interest | 5.00% ip.a, to be Interest shall be provided by the transfer pricing agreed by the the basis of a higher than tax advisers parties on analysis |
order/compensa Payment tion |
||||||
| Comments | Remuneration from 26 April from the IPO Information, of directors subchapter Prospectus Additional Chapter S Directors, Board of 2017. 5.7 |
Addendum for the extension of the credit and interest date up to 9 repayment May 2020 |
the initial one, addition of a new loan to mentioned Consist of amount in the |
value, net of Estimated VAT |
|||||
| Total Contract Value | Amount in HCA |
5,000,000 | 203,500,000 | 113,198 | |||||
| HCY | EUR | EUR | EUR | ||||||
| Object | date related to the Borrowing the credit and Contract from 12 May 2017 Extension of repayment interest |
Proceeds Loan- Bonds 2016, as amended and the additional according cu Bonds 2019 restated at 12.02.2019 |
invoices issued from RCS&RDS erroneously by Communicatio context of the ns N.V. of the advisors in the from February providers and Re-invoicing that the legal bonds is Digi considering the service bond issue entity who issued the Digi 2019, to |
||||||
| Addendum End date |
09/05/2020 | N/A | N/A | ||||||
| Addendum Start Date |
28/05/2019 | N/A | N/A | ||||||
| End Date Contract Initial |
N/A | 30/09/2023 | fulfillment of obligations operations mentioned Until the contract in the and the |
||||||
| Start Date Contract Initial |
N/A | 12/02/2019 | between the agreement Confirmed February existing parties from 2019 the |
||||||
| party to the Supplier/Th e other |
contract | MANAGEME NT SA RCS |
COMMUNIC ATIONS N.V. DIGI |
RCS&RDS S.A. |
|||||
| One party to Beneficiary/ |
the contract | RCS&RDS SA | RCS&RDS SA | COMMUNICA TIONS N.V. DIGI |
3 of 4 | ||||
| No. | ব | S | e | age |
| Balance at 31 October 2019 |
0 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti દર્ |
||||||||||||||||||||||||
| Receivables/ Liabilities in Estimated |
0 | |||||||||||||||||||||||
| Receivables/ Liabilities in Estimated |
НСУ | 0 | ||||||||||||||||||||||
| Guarantees | ||||||||||||||||||||||||
| Payment term | Payment date | until | 31/12/2019, | with extension | option; payment | order/compensa | tion | |||||||||||||||||
| Comments | Estimated | value, net of | VAT | |||||||||||||||||||||
| Total Contract Value | Amount in HCY |
4,931,693 | ||||||||||||||||||||||
| НСУ | EUR | |||||||||||||||||||||||
| Object | Communicatio ns N.V. |
Re-invoicing | from Digi | Communicatio | ns N.V. to | RCS&RDS of | the costs | resulting from | the bond issue | dated February | 2019. | considering | that the final | beneficiarv of | the financing | are the | subsidiaries of | Digi | Communicatio | ns N.V., | RCS&RDS and | Digi HU | ||
| Addendum End date |
N/A | |||||||||||||||||||||||
| Addendum Start Date |
N/A | |||||||||||||||||||||||
| End Date Initial |
Contract | Until the | fulfillment of | the | obligations | and | operations | mentioned | in the | contract | ||||||||||||||
| Start Date Initial |
Contract | Confirmed | the | agreement | between the | parties | existing | from | February | 2019 | ||||||||||||||
| Supplier/Th e other |
party to the contract |
DIGI | communic | ATIONS N.V. | ||||||||||||||||||||
| Beneficiary/ One party to |
the contract | RCS&RDS S.A. | Serghai Rulose Chiaf Evacutiva Officar | |||||||||||||||||||||
| No. | 7 |
Serghel Bulgac, Chief Executive Officer
Einst & Young Assurance Services S.R.L. Signed for identification 3 0. 1AN. 2020
DICal
| To: | The Romanian Financial Supervisory Authority | |||||||
|---|---|---|---|---|---|---|---|---|
| Financial Instruments and Investments Sector | ||||||||
| The Bucharest Stock Exchange | ||||||||
| Regulated Spot Market, Category Int'l (Shares) | ||||||||
| From | DIGI COMMUNICATIONS N.V. |
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 13 December 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") | ||||||
| Statutory seat: | Amsterdam, The Netherlands | ||||||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
||||||
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 | ||||||
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Entities Legal and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
||||||
| Romanian Tax Registration Code: | RO 37449310 | ||||||
| Share Capital: | EUR 6,810,042.52 | ||||||
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
||||||
| Number of listed shares: | 35,443,972 class B shares | ||||||
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: Reporting COMMUNICATIONS N.V. in November 2019 or in other period but effective in November 2019, in accordance with article 82 of of Law no. 24/2017 and FSA Regulation no. 5/2018,
| Emst & Your a Ass. Par 2 Seviras 5 | ||
|---|---|---|
| 3 0. IAN. 2020 | ||
| Semnat panification |
| No. | Beneficiary/ One party to the |
Supplier/The other party to the |
Start Date Initial |
End Date Initial |
Addendum Start Date |
Addendum End date |
Object | Total Contract Value |
Comments | Payment | Guarantees | Receivables/Liabilities Estimated |
Receivables/ Estimated |
Penalties | Balance at 30 Nov 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| contract | contract | Contract | Contract | НСУ | Amount in HCY |
term | in HCY | Liabilities in RON |
||||||||
| Confirmed | Until the | Until the | ||||||||||||||
| the | fulfil ment | fulfillment | Final | |||||||||||||
| agreement | of the | of the | Addendum | |||||||||||||
| DIGI | between | obligations | obligations | with final | ||||||||||||
| COMMUNICATIONS | RCS&RDS S.A. | the parties | and | 29 Nov 19 | and | value of | EUR | For details regarding the up-dated sum, please see point 7 from the table below. | ||||||||
| N.V. | existing | operations | operations | financing | ||||||||||||
| trom | mentioned | mentioned | costs | |||||||||||||
| February | in the | in the | reinvoiced | |||||||||||||
| 2019 | contract | contract | ||||||||||||||
| Confirmed | Until the | Until the | ||||||||||||||
| the | fulfillment | fulfillment | Final | |||||||||||||
| agreement | of the | of the | Addendum | |||||||||||||
| વાલા | between | obligations | obligations | with final | ||||||||||||
| RCS&RDS S.A. | COMMUNICATIONS | the parties | and | 29 Nov 19 | and | value of | EUR | For details regarding the up-dated sum, please see point 8 from the table below. | ||||||||
| N.V. | existing | operations | operations | tinancing | ||||||||||||
| from | mentioned | mentionec | costs | |||||||||||||
| February | in the | in the | reinvoiced | |||||||||||||
| 2019 | contract | contract |
Reporting of legal documents oncluded by DIGI COMMUNICATIONS N.V in other period but effective in November 2019 under article 82 of Law no. 24/2017 II.
| Balance at 30 November 2019 |
16 | 352,487,450 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
છેટ | 15 | - | |||||||||||||||||
| Receivables/ Liabilities in Estimated |
RON | 14 | 1,684,220,285 | |||||||||||||||||
| Receivables/ Liabilities in Estimated |
нсу | 13 | 352,487,450 | |||||||||||||||||
| Guarantees | 12 | In | compliance | with the | 2016 | Indenture | Agreement | and the | Senior | Facility | Agreement | from 7 | October | 2016. For | details | please see | Note 14 | Interest | Bearings | |
| Payment term | 11 | 5.562% İnterest | p.a with | quarterly | payments | through | payment order | |||||||||||||
| Comments | 10 | נ | ||||||||||||||||||
| Total Contract Value | Amount in HCY |
ਰੇ | 350,000,000 | |||||||||||||||||
| нсу | 8 | EUR | ||||||||||||||||||
| Object | 7 | Proceeds Loan- | Bonds 2016 | |||||||||||||||||
| Addendum End date |
9 | N/A | ||||||||||||||||||
| Addendum Start Date |
ട | N/A | ||||||||||||||||||
| End Date Initial |
Contract | র্ব | 30/09/2023 | |||||||||||||||||
| Start Date Initial |
Contract | 3 | 26/10/2016 | |||||||||||||||||
| Supplier/Th party to the e other |
contract | 2 | DIGI | COMMUNIC | ATIONS N.V. | (CABLE | COMMUNIC | ATIONS | SYSTEMS | N.V.) | ||||||||||
| One party to Beneficiary/ |
the contract | 1 | RCS&RDS S.A. | |||||||||||||||||
| No. | 0 |
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in November 2019 under article 82 of Law no. 24/2017
l.
Emst & Young Assistance Services S.R.L.
2 of 5 Page
| Balance at 30 | November 2019 |
100,000 | 440,420 | । | 1,639,192 | 204,946,275 | ||
|---|---|---|---|---|---|---|---|---|
| Pen alti |
દર્ | - | - | i | - | - | ||
| Receivables/ Estimated |
Liabilities in RON |
477,810 | 2,104,370 | l | 7,832,224 | 979,253,794 | ||
| Receivables/ Estimated |
Liabilities in HCY |
100,000 | 440,420 | l | 1,639,192 | 204,946,275 | ||
| Guarantees | (pct XIV) pg Borrowings Prospectus Loans and April 2017. F-64/350 from the from 26 IPO |
- | - | י | - | compliance Agreement Indenture with the 2016 In |
||
| Payment term | payment order Monthly, |
5.5% p.a interest | 5.5% p.a interest | 5.5% p.a interest | 5.00% ip.a, to be Interest shall be agreed by the the basis of a higher than parties on |
|||
| Comments | each director. Remuneration Net amount from the IPO from 26 April per year for Information, of directors For details, subchapter Prospectus please see Chapter 5 Additional Board of Directors, Part 13- 2017. 5.7 |
Addendum for the extension and interest of the credit date up to 9 repayment May 2020 |
י | provisions of the contract unchanged All other remain |
the initial one, addition of a new loan to mentioned Consist of in the |
|||
| Total Contract Value | Amount in HCY |
100,000 | 5,000,000 | 10,000,000 | 20.000.000 | 203,500,000 | ||
| HCY | EUR | EUR | EUR | EUR | EUR | |||
| Object | Management contracts |
date related to the Borrowing the credit and Contract from Extension of 12 May 2017 repayment terest in |
Loan | EUR 20,000,000 total amount to extending the increasing the Addendum to period and the loan contract |
Proceeds Loan- Bonds 2016, as amended and according cu restated at 12.02.2019 |
|||
| Addendum End date |
N/A | 09/05/2020 | N/A | 16/12/2020 | N/A | |||
| Addendum Start Date |
N/A | 28/05/2019 | N/A | 12/09/2019 | N/A | |||
| End Date Initial |
Contract | April/May 2020 |
N/A | 16/12/2019 | 16/12/2019 | 30/09/2023 | ||
| Start Date Initial |
Contract | April/May 2017 |
N/A | 17/12/2018 | 17/12/2018 | 12/02/2019 | ||
| Supplier/Th | party to the e other |
contract | Directors | MANAGEME NT SA RCS |
COMMUNIC ATIONS N.V. DIGI |
COMMUNIC ATIONS N.V. DIGI |
COMMUNIC ATIONS N.V. DIGI |
|
| One party to Beneficiary/ |
the contract | COMMUNICA TIONS N.V. DIGI |
RCS&RDS SA | RCS&RDS SA | RCS&RDS SA | |||
| No. | て | ന | র্য | S | ર |
Page
3 0. IAN. 2020
| 金融合同比分 | You | Sentiacom
| Balance at 30 November |
2019 | 105,027 | 433,457 Ems! & Young Assorates Services S.H.L. |
Semnat pur identification | |
|---|---|---|---|---|---|
| Pen | alti દર |
l | י | 3 0. 1AN. 2020 | |
| Estimated | Receivables/ Liabilities in |
RON | 501,828 | 2,071,100 | |
| Estimated | Receivables/ Liabilities in |
HCY | 105,027 | 433,457 | |
| Guarantees | Agreement and the October Facility from 7 Senior 2016 |
l | r | ||
| Payment term | provided by the transfer pricing tax advisers analysis |
order/compensa Payment tion |
option; payment order/compensa with extension Payment date 31/12/2019, until tion |
||
| Comments | amount | Final value, net of VAT |
Final value, net of VAT |
||
| Total Contract Value | Amount in | нсу | 397,166 | 5,207,900 | |
| НСУ | EUR | EUR | |||
| Object | the additional Bonds 2019 |
dated February Communicatio the bond issue resulting from "Re-invoicing subsidiaries of Communicatio financing costs beneficiary of represents the RCS&RDS and final value of reinvoiced, as that the final the financing RCS&RDS of This amount considering per the Final Addendum " N.V. to from Digi the costs ns N.V., are the Digi HU 2019, Digi ns |
dated February Communicatio the bond issue resulting from "Re-invoicing subsidiaries of beneficiary of the financing RCS&RDS of that the final considering ns N.V. to from Digi costs are the 2019, Digi the |
||
| Addendum End date |
N/A | N/A | |||
| Addendum Start Date |
Annex 1, point 1 |
Annex 1, point 2 |
|||
| End Date | Contract Initial |
fulfillment of obligations mentioned operations Until the contract in the the and |
fulfillment of obligations mentioned operations Until the contract in the and the |
||
| Start Date | Contract Initial |
between the Confirmed agreement February existing parties from 2019 the |
between the Confirmed agreement February existing parties from 2019 the |
||
| Supplier/Th | party to the contract e other |
RCS&RDS S.A. |
COMMUNIC ATIONS N.V. DIGI |
||
| Beneficiary/ | One party to the contract |
RCS&RDS SA | COMMUNICA TIONS N.V. DIGI |
RCS&RDS S.A. | 4 of 5 |
| No. | L | 8 | age |
| Balance at 30 November 2019 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
દર | |||||||||||
| Liabilities in Receivables/ Estimated |
RON | |||||||||||
| Liabilities in Receivables/ Estimated |
НСУ | |||||||||||
| Guarantees | ||||||||||||
| Payment term | ||||||||||||
| Comments | ||||||||||||
| Amount in Total Contract Value НСУ |
||||||||||||
| HCY | ||||||||||||
| Object | Communicatio | ns N.V., | RCS&RDS and | Digi HU | This amount | represents the | final value of | financing costs | reinvoiced, as | per the Final | Addendum | |
| Addendum End date |
||||||||||||
| Addendum Start Date |
||||||||||||
| End Date Initial |
Contract | |||||||||||
| Start Date Initial |
Contract | |||||||||||
| Supplier/Th party to the e other |
contract | |||||||||||
| One party to Beneficiary/ |
the contract | |||||||||||
| No. |
Serghei Bulgac, Chief Executive Officer
1 00 Cal
| To: | The Romanian Financial Supervisory Authority |
|---|---|
| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange | |
| Regulated Spot Market, Category Int'l (Shares) | |
| From | DIGI COMMUNICATIONS N.V. |
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and rearket operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 15 January 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") | |||||||
| Statutory seat: | Amsterdam, The Netherlands | |||||||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
|||||||
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 | |||||||
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal - Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
|||||||
| Romanian Tax Registration Code: | RO 37449310 | |||||||
| Share Capital: | EUR 6,810,042.52 | |||||||
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
|||||||
| Number of listed shares: | 35,443,972 class B shares | |||||||
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: COMMUNICATIONS N.Y. in December 2019 or in other period but effective in December 2019, in accordance with article 82 of of Law no. 24/2017 and FSA Regulation no. 5/2018, Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in December 2019 under article 82 of Law no. 24/2017
I.
During December 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under the article 82 Law no. 24/2017
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in December 2019 under article 82 of Law no. 24/2017 II.
| Balance at 31 December 2019 |
16 | 350,000,000 | 100,000 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
દર | 15 | י | י | ||||||||
| Receivables/ Liabilities in Estimated |
RON | 14 | 1,672,755,000 | 477,930 | ||||||||
| Receivables/ Liabilities in Estimated HCY |
350,000,000 | 100,000 | ||||||||||
| Guarantees | compliance Agreement Agreement (pct XIV) pg Borrowings Prospectus Indenture please see Loans and with the 2016. For April 2017 F-64/350 from the October Bearings and the Interest Note 14 from 26 Facility from 7 2016 Senior details IPO ln |
י | ||||||||||
| Payment term | 11 | 5.562% interest payment order payments p.a. with quarterly through |
payment order Monthly, |
|||||||||
| Comments | 10 | - | each director. Remuneration Net amount Information, per year for For details, subchapter please see Additional Chapter 5 Directors, Board of Part 13- 5.7 |
|||||||||
| Total Contract Value | Amount in HCY |
g | 350,000,000 | 100,000 | ||||||||
| НСУ | 8 | EUR | EUR | |||||||||
| Object | 7 | Proceeds Loan- Bonds 2016 |
Management tracts con |
|||||||||
| Addendum End date |
e | N/A | N/A | |||||||||
| Addendum Start Date |
5 | N/A | N/A | |||||||||
| End Date Contract Initial |
ব | 30/09/2023 | April/May 2020 |
|||||||||
| Start Date Contract Initial |
3 | 26/10/2016 | April/May 2017 |
|||||||||
| party to the Supplier/Th contract e other |
2 | ATIONS N.V. COMMUNIC COMMUNIC SYSTEMS ATIONS (CABLE N.V.) DIGI |
DIRECTORS | |||||||||
| One party to Beneficiary/ |
the contract | T | RCS&RDS S.A. | COMMUNICA TIONS N.V. DIGI |
||||||||
| No. | ನ | て |
Semnat pen.lu identification 3 0. IAN. 2020
Emst & YoJing Assirance Senioss S.R.L
| December 2019 Balance at 31 |
228,241 | י | 7,716,161 | 204,946,275 | 113,198 | Emst & Young Assurance Services Services S.R.L. 2020 |
||
|---|---|---|---|---|---|---|---|---|
| Pen | alti es |
- | - | i | - | 5 0. IAN. | ||
| Receivables/ Estimated |
Liabilities in RON |
1,090,833 | " | 36,877,849 | 979,499,730 | 541,007 | ||
| Receivables/ Estimated |
Liabilities in НСУ |
228,241 | - | 7,716,161 | 204,946,275 | 113,198 | ||
| Guarantees | - | י | י | compliance Agreement Agreement Indenture with the and the October Facility from 7 2016 Senior 2016 in |
- | |||
| Payment term | 5.5% p.a. interest |
5.5% p.a. interest |
5.5% p.a. interest |
5.00% ip.a, to be Interest shall be provided by the transfer pricing agreed by the the basis of a higher than tax advisers parties on analysis |
order/compensa Payment tion |
|||
| Comments | from 26 April from the IPO of directors Prospectus 2017 |
Addendum for the extension of the credit and interest date up to 9 repayment May 2020 |
। | provisions of the contract unchanged All other remain |
the initial one, addition of a new loan to mentioned Consist of amount in the |
Final value, net of VAT |
||
| Total Contract Value | Amount in НСУ |
5,000,000 | 10,000,000 | 20,000,000 | 203,500,000 | 397,166 | ||
| HCY | EUR | EUR | EUR | EUR | EUR | |||
| Object | date related to the Borrowing the credit and Contract from 12 May 2017 Extension of repayment interest |
Loan | EUR 20,000,000 total amount to increasing the Addendum to extending the period and contract the loan |
Proceeds Loan- Bonds 2016, as amended and the additional according cu restated at Bonds 2019 12.02.2019 |
Communicatio from RCS&RDS invoices issued erroneously by advisors in the context of the "Re-invoicing from February of the providers and that the legal issue the service considering Digi 2019, ns N.V. bond to |
|||
| End date | Addendum | 09/05/2020 | N/A | 16/12/2020 | N/A | N/A | ||
| Start Date | Addendum | 28/05/2019 | N/A | 12/09/2019 | N/A | Annex 1, point 1 |
||
| End Date Initial |
Contract | N/A | 16/12/2019 | 16/12/2019 | 30/09/2023 | fulfillment of obligations operations mentioned Until the contract in the and the |
||
| Start Date Initial |
Contract | N/A | 17/12/2018 | 17/12/2018 | 12/02/2019 | between the Confirmed agreement February existing parties 2019 from the |
||
| Supplier/Th e other |
party to the contract |
MANAGEME NT SA RCS |
COMMUNIC ATIONS N.V. DIGI |
COMMUNIC ATIONS N.V. ાણ |
COMMUNIC ATIONS N.V. DIGI |
RCS&RDS ડ.A. |
||
| One party to Beneficiary/ |
the contract | RCS&RDS SA | RCS&RDS SA | RCS&RDS SA | RCS&RDS SA | COMMUNICA TIONS N.V. DIGI |
3 of 4 | |
| No. | ಗಾ | ধ | S | 9 | L | age |
Semnat denifu identificans
| Balance at 31 December 2019 |
||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pen alti |
દર | |||||||||||||||||||||||||||||||||||
| Receivables/ Estimated |
Liabilities in RON |
|||||||||||||||||||||||||||||||||||
| Receivables/ Liabilities in Estimated HCY |
||||||||||||||||||||||||||||||||||||
| Guarantees | ||||||||||||||||||||||||||||||||||||
| Payment term | Payment date | until | 31/12/2019, | with extension | option; payment | order/compensa tion |
||||||||||||||||||||||||||||||
| Comments | Final value, | net of VAT | ||||||||||||||||||||||||||||||||||
| Total Contract Value | Amount in HCY |
5,207,900 | ||||||||||||||||||||||||||||||||||
| HCY | EUR | |||||||||||||||||||||||||||||||||||
| Object | entity who issued the |
bonds is Digi | Communicatio | ns N.V. | represents the This amount |
final value of | financing costs | reinvoiced, as | Addendum " per the Final |
"Re-invoicing | from Digi | Communicatio | ns N.V. to | RCS&RDS of | the costs | resulting from the bond issue |
dated February | 2019, | considering | that the final | beneficiary of | the financing the |
are | subsidiaries of Digi |
Communicatio | ns N.V., | RCS&RDS and | Digi HU | This amount | represents the | final value of | financing costs | re-invoiced, as | per the Final | Addendum " | |
| End date | Addendum | N/A | ||||||||||||||||||||||||||||||||||
| Start Date | Addendum | Annex 1, | point 2 | |||||||||||||||||||||||||||||||||
| End Date Initial |
Contract | fulfillment of obligations operations mentioned Until the contract in the the and |
||||||||||||||||||||||||||||||||||
| Start Date Initial |
Contract | between the Confirmed agreement February existing parties from 2019 the |
||||||||||||||||||||||||||||||||||
| Supplier/Th e other |
party to the contract |
COMMUNIC ATIONS N.V. DIGI |
||||||||||||||||||||||||||||||||||
| Beneficiary/ One party to |
the contract | RCS&RDS S.A. | Serghei Bulgac, Chief Executive Officer | |||||||||||||||||||||||||||||||||
| No. | 8 |
100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
To: The Romanian Financial Supervisory Authority Financial Instruments and Investments Sector The Bucharest Stock Exchange Regulated Spot Market, Category Int'l (Shares) From DIGI COMMUNICATIONS N.V.
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and nament operations, and the relevant provisions of the Bucharest Stock Exchange Code
| Report date: | 30 January 2020 |
|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
| Statutory seat: | Amsterdam, The Netherlands |
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 |
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
| Romanian Tax Registration Code: | RO 37449310 |
| Share Capital: | EUR 6,810,042.52 |
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
| Number of listed shares: | 35,443,972 class B shares |
| issued securities are traded: | Regulated market on which the Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Evenimente importante de raportat: legal documents concluded by DIGI COMMUNICATIONS N.V. in other periods but effective in December 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation poroces 018
| Ems 1 8 4 3 1 2 1 2 1 2 5 1 2 5 8 A.L. | |||
|---|---|---|---|
| 5 0. 1AN. 2020 | |||
| Semnat peninu dentificare |
After the publication of the above nemical enrowas identified in the content of the columns "Istimated Receivables Liabilities in HCC", ' Stimated Receivables in RON and 'Balance in EUP' from the tables of Amex II included in this report, as follows: Annex II, row 6 ( Estimated Received Liabilities in HCY was initally reported as 204,946,275, "Brimaly reported as 979,497,30 and "Balance in EUR" was intially reported as 204,946,275.
Please see below the table containing the correct information.
Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in December 2019 under article 82 of Law no. 24/2017 (Annex II - current report from 15 January 2020) 11.
| 31 December Balance at 2019 |
16 | 203.500.000 | |
|---|---|---|---|
| Pe na 1 દર |
। ਦੇ | ||
| Receivables Liabilities in Estimated RON |
14 | 972.587.550 | |
| Liabilities in Receivables/ Estimated HCY |
13 | 203.500.000 | |
| Guarantees | 12 | with the 2016 October 2016 In compliance Senior Facility Agreement Agreement Indenture and the from 7 |
|
| Payment term | 11 | be higher than 5.00% ip.a, to the parties on be agreed by Interest shall |
|
| Comments | 10 | addition of a new loan to the initial one, in the Consist of mentioned amount |
|
| Total Contract Value | Amount in НСУ |
6 | 203,500,000 |
| HCY | 8 | EUR | |
| Object | additional Bonds according cu the Proceeds Loan- Bonds 2016, as amended and 12.02.2019 restated at 2019 |
||
| Addendum End date |
9 | N/A | |
| Addendum Start Date |
N/A | ||
| End Date Contract Initial |
30/09/2023 | ||
| Start Date Contract Initial |
5 | 12/2/2019 | |
| party to the Supplier/Th contract e other |
COMMUNIC ATIONS N.V. DIGI |
||
| One party to the contract Beneficiary/ |
RCS&RDS S.A. | ||
| No. | 9 | ||
Serghei Bulgac, Chief Executive Officer
