Regulatory Filings • Oct 15, 2019
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. |
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, 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 September 2019 or in other period but effective in September 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.
| 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/ |
Pen alti |
Balance at 30 September 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HCY | Amount in HCY |
HCY | Liabilities 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 Communicat ions 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 EUR20,000,000 |
EUR | 20.000.000 | All other provisions of the contract remain unchanged |
Dobânda 5.5% p.a. |
- | 15,409,630 | 73,212,691 | - | 15,409,630 |
| 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 in |
Estimated Receivables/ Liabilities in |
Pen alti |
Balance at 30 September 2019 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 Loans and Borrowings (pct XIV) pg F-64/350 from the IPO Prospectus from 26 April 2017. |
350,000,000 | 1,662,885,000 | - | 350,000,000 |
| No. | Beneficiary/ One party to |
Supplier/Th e other party to the |
Start Date Initial |
End Date Initial |
Start Date | End date | Object | Total Contract Value | Comments | Guarantees | Estimated Receivables/ Liabilities in |
Estimated Receivables/ |
Pen alti es |
Balance at 3 0 September 201 9 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
HCY | Liabilities in RON |
|||||||||||
| 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 5 ,110 |
- | 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 | - | 445 ,398 |
2 ,116 ,133 |
- | 445 ,398 |
||||
| 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 | - | Are mentioned in Annex I point 1 |
Are mentioned in Annex I point 1 |
- | Is mentioned in Annex I point 1 |
||||
| 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 2019 |
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% ip.a, to be agreed by the parties on the basis of a transfer pricing analysis provided by the tax advisers |
In compliance with the 2016 Indenture Agreement and the Senior Facility Agreement from 7 October 2016 |
203 ,500 ,000 |
966 ,848 ,850 |
- | 203 ,500 ,000 |
||||
| 6 | 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 |
N/A | N/A | Re -invoicing from RCS&RDS to Digi Communicatio ns N.V. of the invoices issued erroneously by the service providers and |
EUR | 113,198 | Estimated value, net of VAT |
Payment order/compensa tion |
- | 113.198 | 538,90 3 |
- | 113.198 |
| 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 in |
Estimated Receivables/ Liabilities in |
Pen alti |
Balance at 30 September 2019 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | HCY | Amount in HCY |
HCY | RON | es | |||||||||
| 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. |
|||||||||||||||||
| 7 | 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 |
N/A | 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 |
EUR | 4,931,693 | Estimated value, net of VAT |
Payment date until 31/12/2019, with extension option; payment order/compensa tion |
- | 0 | 0 | - | 0 |
Serghei Bulgac, Chief Executive Officer
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