Legal Proceedings Report • Jul 29, 2019
Legal Proceedings Report
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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: | 29 July 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, 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: Rectification of the reports published on 15 February 2019, 15 March 2019, 15 April 2019, 15 May 2019 and 14 June 2019, regarding legal documents concluded by DIGI COMMUNICATIONS N.V. in January, February, March, April and May 2019 or in other periods but effective in these months, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.
After the publication of the above mentioned reports, were identified some errors in the content of the columns 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance in EUR' from the tables of Annex I and II included in these reports, as follows: current report from 15 February 2019 – Annex II, rows 1 and 4; current report from 15 March 2019 – Annex I, row 2 and Annex II, rows 1 and 4; current report from 15 April 2019 – Annex II, row 4; current report from 15 May 2019 – Annex II, rows 1 and 4; current report from 14 June 2019 – Annex 1, row 3 and Annex II, rows 1 and 4. You can find below the tables containing the correct information.
| 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 January 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 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 please see Note 14 Interest Bearings Loans and Borrowings (pct XIV) pg F-64/350 from the IPO Prospectus from 26 April 2017. |
350,865,200 | 1,661,276,549 | - | 350,865,200 |
| 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 |
- | 4,349,585 | 20,594,414 | - | 4,349,585 |
| No | Beneficiary/ One party to |
Supplier/The other party to the |
Start Date Initial |
End Date Initial |
Start Date | End date | Object | Total Contract Value | Comments | Payment term | Guarantees | Estimated Receivables |
Estimated Receivables/ |
Pe nal |
Balance at 28 February 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
/Liabilities in HCY |
Liabilities in RON |
ties | ||||||
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 2 | RCS&RDS S.A. | DIGI COMMUNICATIONS 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 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 pricing analysis to be provided by the tax advisers |
In compliance with the 2016 Indenture Agreement and the Senior Facility Agreement from 7 October 2016 |
204,097,374 | 967,748,110 | - | 204,097,374 |
| 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 28 February 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 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 |
352,487,450 | 1,671,354,493 | - | 352,487,450 |
Pagina 3din6
| 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 28 February 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | HCY | Amount in HCY |
in HCY | RON | es | ||||||||
| 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. |
||||||||||||||||
| 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 |
- | 4,169,980 | 19,772,379 | - | 4,169,980 |
4) 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 II – current report from 15 April 2019)
| 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 March 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 |
| 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 |
- | 3,721,114 | 17,722,921 | - | 3,721,114 |
5) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in April 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 15 May 2019)
| 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 May 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 |
| 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 May 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | HCY | Amount in HCY | in HCY | RON | es | ||||||||
| 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. |
350,865,200 | 1,669,486,795 | - | 350,865,200 |
| 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 | - | 3,063,688 | 14,577,640 | - | 3,063,688 |
| No | Beneficiary/ One party to |
Supplier/The other party to |
Start Date Initial |
End Date Initial |
Start Date Addendum |
End date Addendum |
Object | Total Contract Value | Comments | Payment term |
Guarante es |
Estimated Receivable s/Liabilitie |
Estimated Receivables/ Liabilities in |
Penalti es |
Balance at 31 May 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | the contract | Contract | Contract | HCY | Amount in HCY |
s in HCY | RON | |||||||||
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 3 | RCS&RDS SA | RCS MANAGEMENT SA |
N/A | N/A | 05/28/2019 | 05/09/2020 | Extension of the credit and interest repayment date related to the Borrowing Contract from 12 May 2017 for the initial amount of 5 mil. EUR |
N/A | N/A | Addendum for the extension of the credit and interest repayment date up to 9 May 2020 |
N/A | N/A | N/A | N/A | N/A | N/A |
| 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 May 2019 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | 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 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. |
352,487,450 | 1,673,857,154 | - | 352,487,450 |
| 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 |
- | 2,314,823 | 10,992,402 | - | 2,314,823 |
With regard to the share transfer agreements reported by the Company in the content of the current reports issued, under article 82 of Law no. 24/2017, in the period February 2019 - June 2019, we mention, as indicated also in the content of these reports, that the transfer of the shares was made under the stock option programs of the Company, to the employees/board members of the Romanian subsidiary of the Company, respectively to the executive directors of the Company, for no consideration, which is why the reporting of this share transfer agreements do not fall under article 82 of Law no. 24/2017 and the Company decided not to report this information in the future.
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