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Digi Communications N.V.

M&A Activity Jan 3, 2022

6226_iss_2022-01-03_dd8af064-09e8-4cc5-a256-3c00c8cd88f6.pdf

M&A Activity

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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 and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments

Report date: 3
January
2022
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: 4iG and the Company's Romanian subsidiary have succesfully closed the transaction regarding the sale of DIGI Group's Hungarian operations

The Company would like to inform its investors and the market that on January 3, 2022 the Company's Romanian subsidiary (RCS&RDS) and 4iG Plc. (4 iG Plc.) one of the leading companies of the Hungarian IT and ICT market, sucessfuly closed the transaction regarding the acquisition of DIGI Távközlési Szolgáltató Ltd. (Digi Hungary) and of its subsidiaries, Invitel Ltd., Digi Infrastruktúra Korlátolt Felelősségű Társaság and I TV Ltd by 4iG Plc.

On 29 November 2021, the parties executed the sale and purchase agreement regarding the acquisition by 4iG Plc of the 100 percent stake held by RCS&RDS in Hungary's leading telecommunications and media service group and the assignment of all debts of Digi Hungary and of its subsidiaries to RCS & RDS. The transaction was subject to the fulfilment of certain conditions, including the Hungarian competition authority's clearance.

Following the fulfilment and/or waiver of the conditions established by the parties upon the execution of the sale and purchase agreement and the application of all relevant adjustments, on January 3, 2022 an aggregate price of approximately EUR 624.98 million has been received by RCS&RDS. The Company and its subsidiaries (the "Group") will use this amount for repayment of the financial debt of the Group as well as for further investments in their markets of operations and potentially new markets in Western Europe.

Digi Hungary is a leading telecommunications service provider in Hungary, with 23 years of experience and a broad service portfolio covering cable TV, fixed internet and data, mobile telecommunication services, fixed-line telephony and Direct To Home (DTH) services. It serves more than 1.1 million subscribers nationwide and has over 2.5 million Revenue Generating Units (RGUs) as of 31 December 2020.

In 2020, the Group's consolidated sales revenue in Hungary was HUF 70 billion (approx. EUR 200 million) and its adjusted EBITDA reached HUF 19 billion (approx. EUR 54 million).

4iG Plc. is one of the leading companies of the Hungarian IT and ICT market, plays a leading role in Hungary's knowledge-based digital economy. 4iG has been present in the field of industry and industryindependent innovative technologies for more than 25 years.

Serghei Bulgac

Chief Executive Officer

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