Legal Proceedings Report • Dec 16, 2019
Legal Proceedings Report
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| 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. |
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, 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: Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in November 2019 or in other period but effective in November 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.
| No. | Beneficiary/ One party to the |
Supplier/The other party to the contract |
Start Date Initial |
End Date Initial Contract |
Start Date Addendum |
End date Addendum |
Object | Total Contract Value |
Comments | Payment | Guarantees | Estimated Receivables/Liabilities |
Estimated Receivables/ |
Penalties | Balance at 30 Nov 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| contract | Contract | HCY | Amount in HCY |
term | in HCY | Liabilities in RON |
||||||||||
| 1 | DIGI COMMUNICATIONS N.V. |
RCS&RDS S.A. | Confirmed the agreement between the parties existing from February 2019 |
Until the fulfillment of the obligations and operations mentioned in the contract |
29 Nov 19 | Until the fulfillment of the obligations and operations mentioned in the contract |
Final Addendum with final value of financing costs reinvoiced |
EUR | For details regarding the up-dated sum, please see point 7 from the table below. | |||||||
| 2 | RCS&RDS S.A. | DIGI COMMUNICATIONS N.V. |
Confirmed the agreement between the parties existing from February 2019 |
Until the fulfillment of the obligations and operations mentioned in the contract |
29 Nov 19 | Until the fulfillment of the obligations and operations mentioned in the contract |
Final Addendum with final value of financing costs reinvoiced |
EUR | For details regarding the up-dated sum, please see point 8 from the table below. |
| No. | Beneficiary/ One party to the contract |
Supplier/Th e other party to the contract |
Start Date Initial Contract |
End Date Initial |
Start Date Addendum |
End date Addendum |
Object | Total Contract Value | Comments | Payment term | Guarantees | Estimated Receivables/ Liabilities in |
Estimated Receivables/ Liabilities in |
Pen alti |
Balance at 30 November 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contract | HCY | Amount in HCY |
HCY | RON | es | |||||||||||
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 1 | RCS&RDS S.A. | DIGI COMMUNIC ATIONS N.V. (CABLE COMMUNIC ATIONS SYSTEMS N.V.) |
26/10/2016 | 30/09/2023 | N/A | N/A | Proceeds Loan Bonds 2016 |
EUR | 350,000,000 | - | 5.562% interest p.a with quarterly payments through payment order |
In compliance with the 2016 Indenture Agreement and the Senior Facility Agreement from 7 October 2016. For details please see Note 14 Interest Bearings |
352,487,450 | 1,684,220,285 | - | 352,487,450 |
| No. | Beneficiary/ One party to |
Supplier/Th e other |
Start Date Initial |
End Date Initial |
Start Date | End date | Object | Total Contract Value | Comments | Payment term | Guarantees | Estimated Receivables/ |
Estimated Receivables/ |
Pen alti |
Balance at 3 0 November 201 9 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | party to the contract |
Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
Liabilities in HCY |
Liabilities in RON |
es | ||||||
| Loans and Borrowings (pct XIV) pg F-64/350 from the IPO Prospectus from 26 April 2017. |
||||||||||||||||
| 2 | DIGI COMMUNICA TIONS N.V. |
Directors | April/May 2017 |
April/May 2020 |
N/A | N/A | Management contracts |
EUR | 100 ,000 |
Net amount per year for each director. For details, please see Part 13 - Additional Information, Chapter 5 Board of Directors, subchapter 5.7 Remuneration of directors from the IPO Prospectus from 26 April 2017. |
Monthly, payment order |
- | 100 ,000 |
47 7 , 8 1 0 |
- | 100 ,000 |
| 3 | RCS&RDS SA | RCS MANAGEME NT SA |
N/A | N/A | 28/0 5/201 9 |
09/05/2020 | Extension of the credit and interest repayment date related to the Borrowing Contract from 12 May 2017 |
EUR | 5,000,000 | Addendum for the extension of the credit and interest repayment date up to 9 May 2020 |
5.5% p.a interest | - | 44 0 ,420 |
2 ,104 ,370 |
- | 44 0 ,420 |
| 4 | RCS&RDS SA | DIGI COMMUNIC ATIONS N.V. |
17/12/2018 | 16/12/2019 | N/A | N/A | Loan | EUR | 10,000,000 | - | 5.5% p.a interest | - | - | - | - | - |
| 5 | RCS&RDS SA | DIGI COMMUNIC ATIONS N.V. |
17/12/2018 | 16/12/2019 | 12/09/2019 | 16/12/2020 | Addendum to the loan contract extending the period and increasing the total amount to EUR 20,000,000 |
EUR | 20.000.000 | All other provisions of the contract remain unchanged |
5.5% p.a interest | - | 1,639,192 | 7,832,224 | - | 1,639,192 |
| 6 | DIGI COMMUNIC ATIONS N.V. |
12/02/2019 | 30/09/2023 | N/A | N/A | Proceeds Loan - Bonds 2016, as amended and restated at 12.02.2019 according cu |
EUR | 203,500,000 | Consist of addition of a new loan to the initial one, in the mentioned |
Interest shall be higher than 5.00% ip.a, to be agreed by the parties on the basis of a |
In compliance with the 2016 Indenture Agreement |
204,946 ,275 |
979 ,253 ,794 |
- | 204,946 ,275 |
| No. | Beneficiary/ One party to |
Supplier/Th e other |
Start Date Initial |
End Date Initial |
Start Date | End date | Object | Total Contract Value | Comments | Payment term | Guarantees | Estimated Receivables/ Liabilities in |
Estimated Receivables/ |
Pen alti |
Balance at 30 November 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | party to the contract |
Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
HCY | Liabilities in RON |
es | ||||||
| RCS&RDS SA | the additional Bonds 2019 |
amount | transfer pricing analysis provided by the tax advisers |
and the Senior Facility Agreement from 7 October 2016 |
||||||||||||
| 7 | DIGI COMMUNICA TIONS N.V. |
RCS&RDS S.A. |
Confirmed the agreement between the parties existing from February 2019 |
Until the fulfillment of the obligations and operations mentioned in the contract |
Annex 1, point 1 |
N/A | "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 This amount represents the final value of financing costs reinvoiced, as per the Final Addendum " |
EUR | 397,166 | Final value, net of VAT |
Payment order/compensa tion |
- | 105,027 | 501,828 | - | 105,027 |
| 8 | RCS&RDS S.A. | DIGI COMMUNIC ATIONS N.V. |
Confirmed the agreement between the parties existing from February 2019 |
Until the fulfillment of the obligations and operations mentioned in the contract |
Annex 1, point 2 |
N/A | "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 |
EUR | 5,207,900 | Final value, net of VAT |
Payment date until 31/12/2019, with extension option; payment order/compensa tion |
- | 433,457 | 2,071,100 | - | 433,457 |
| No. | Beneficiary/ One party to the contract |
Supplier/Th e other party to the contract |
Start Date Initial Contract |
End Date Initial Contract |
Start Date Addendum |
End date Addendum |
Object | Total Contract Value | Comments | Payment term | Guarantees | Estimated Receivables/ Liabilities in |
Estimated Receivables/ Liabilities in |
Pen alti |
Balance at 30 November 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HCY | Amount in HCY |
HCY | RON | es | ||||||||||||
| Communicatio ns N.V., RCS&RDS and Digi HU This amount represents the final value of financing costs reinvoiced, as per the Final Addendum " |
Serghei Bulgac, Chief Executive Officer
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