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Digi Communications N.V.

Regulatory Filings Apr 16, 2019

6226_iss_2019-04-15_c373805f-1c7f-4d2a-8700-75a39c3191a5.pdf

Regulatory Filings

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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.

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
April
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 March 2019 or in other period but effective in March 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

I. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in March 2019 under article 82 of Law no. 24/2017

ANNEX 1

No Beneficiary/
One party to
Supplier/The
other party to the
Start Date
Initial
End Date
Initial
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments
Payment
term
Guarante
es
Estimated
Receivabl
es/Liabilit
Estimated
Receivables/L
iabilities in
Pena
lties
Balance at
31 March
2019
the contract contract Contract Contract HCY Amount in
HCY
ies in HCY RON
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1 Approx. 369
employees of the
Company's
subsidiaries in
Romania, as per
the Romanian
2017 SOP
DIGI
COMMUNICATIONS
N.V.
March 2019 N/A N/A N/A Transfer of
shares under
the Romanian
SOP 2017
N/A N/A Under these
agreements, a total
number of approx.
194,600 of the
Company's treasury
class B shares were
transferred for no
consideration (the
vesting process for the
remaining employees
under this program is
N/A N/A N/A N/A N/A N/A
ongoing)

II. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in March 2019 under article 82 of Law no. 24/2017

ANNEX 2

No. Beneficiary/
One party to
the contract
Supplier/Th
e other
party to the
contract
Start Date
Initial
End Date
Initial
Contract
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
/Liabilities
Estimated
Receivables/Li
abilities in
Pen
alti
Balance at
31 March
2019
Contract HCY Amount in
HCY
in 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
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
350,000,000 1,666,980,000 - 350,000,000
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
Estimated
Receivables/Li
abilities in
Pen
alti
Balance at
31 March
201
9
the contract party to the
contract
Contract Contract Addendum Addendum HCY Amount in
HCY
in HCY RON es
N.V.) Senior
Facility
Agreement
from 7
October
2016. For
details
please see
Note 14
Interest
Bearings
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
6
,280
- 100
,000
3 RCS&RDS SA RCS
MANAGEME
NT SA
N/A N/A 14/09/2018 09/05/2019 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
2019
5.5% p.a
interest
- 858
,889
4,090
,718
- 858
,889
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a
interest
- 3
,736
,407
17
,795
,760
- 3
,736
,407
5 RCS&RDS S.A. 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 the
additional Bonds
EUR 203,500,000 Consist of
addition of a
new loan to the
initial one, in
the mentioned
amount
Interest shall
be higher than
5.00% i p.a, to
be agreed by
the parties on
the basis of a
transfer
In
compliance
with the
2016
Indenture
Agreement
and the
203,500
,000
96
9
,299
,800
- 20
3
,500
,000
No. Beneficiary/
One party to
the contract
Supplier/Th
e other
party to the
contract
Start Date
Initial
End Date
Initial
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
/Liabilities
in HCY
Estimated
Receivables/Li
abilities in
RON
Pen
alti
es
Balance at
31 March
2019
Contract Contract HCY Amount in
HCY
2019 pricing Senior
analysis Facility
provided by Agreement
the tax from 7
advisers October
2016

Serghei Bulgac, Chief Executive Officer

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