Legal Proceedings Report • Jan 30, 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. 24/2007 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 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: ERRATA of the report dated 15 January 2019 regarding the legal acts concluded by DIGI Communications N.V. in December 2018 or in other period and effective in December 2018, respectively the report dated 15 October 2018 regarding the legal acts concluded by the major shareholder of DIGI Communications N.V. in September 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018.
After the reporting dated 15 January 2019 of legal acts concluded by DIGI Communications N.V. in December 2018 or in other period and effective in December 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018, a clerical error was identified in the sections 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance at 31 December 2018' from the tables of the Annex 1, position 1 and Annex 2, position 4. Please find below the tables containing the corrected data.
| No. | Beneficiar y/ One party to the contract |
Supplier/The 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 | Guar ante |
Estimated Receivables/ Liabilities in |
Estimated Receivables/ Liabilities in |
Pe nal tie |
Balance at 31 December 2018 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HCY | Amount in HCY |
es | HCY | RON | s | |||||||||||
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 1 | RCS&RDS SA | Digi Communications N.V. |
17/12/2018 | 16/12/2019 | - | - | Loan | EUR | 10,000,000 | - | 5.5% p.a interest |
- | 4,674,097 | 21,799,521 | - | 4,674,097 |
| 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/Li |
Pen alti |
Balance at 31 December 2018 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | party to the contract |
Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
/Liabilities in HCY |
abilities in 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 | - | - | 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 |
350,000,000 | 1,632,365,000 | - | 350,000,000 |
| No. | Beneficiary/ One party to |
Supplier/Th e other party to the |
Start Date Initial |
End Date Initial |
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 December 2018 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | HCY | Amount in HCY |
in HCY | RON | es | ||||||||
| 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 |
- | - | 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 | 466,390 | - | 100,000 |
| 3 | RCS&RDS SA | RCS MANAGEME NT SA |
- | - | 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 |
- | 1,411,482 | 6,583,013 | - | 1,411,482 |
| 4 | RCS&RDS SA | Digi Communicat ions N.V. |
17/12/2018 | 16/12/2019 | - | - | Loan | Euro | 10,000,000 | - | 5.5% p.a interest |
- | 4,674,097 | 21,799,521 | - | 4,674,097 |
With regard to the report dated 15 October 2018 containing legal acts concluded by the major shareholder of DIGI Communications N.V. in September 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018, the information related to the sections: 'HCY', 'Amount in HCY', 'Payment term', 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance at 30 September 2018' has been omitted by clerical error. Please find below the table containing the complete data.
| No. | Beneficiar y/ One party to the contract |
Supplier/The 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 | Guar ante |
Estimated Receivables/ Liabilities in |
Estimated Receivables/ Liabilities in |
Pe nal tie |
Balance at 30 September 2018 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HCY | Amount in HCY |
es | HCY | RON | s | |||||||||||
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 1 | RCS&RDS SA | RCS MANAGEMENT SA |
- | - | 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 |
- | 3,772,922 | 17,595,777 | - | 3,772,922 |
Serghei Bulgac
Chief Executive Officer
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