Regulatory Filings • Jan 15, 2020
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 January 2020 |
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| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
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| Statutory seat: | Amsterdam, The Netherlands | |||||||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, th floor, 5th District, Romania Phase I, 4 |
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| 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 |
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| 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) |
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| 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 December 2019 or in other period but effective in December 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 December 2019 under article 82 of Law no. 24/2017
During December 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under the article 82 Law no. 24/2017
II. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in December 2019 under article 82 of Law no. 24/2017
| 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 31 December 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 | 1,672,755,000 | - | 350,000,000 |
| 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 |
Monthly, payment order |
- | 100,000 | 477,930 | - | 100,000 |
| 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 in |
Estimated Receivables/ Liabilities in |
Pen alti |
Balance at 3 1 December 201 9 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | party to the contract |
Contract | Contract | Addendum | Addendum | HCY | Amount in HCY |
HCY | RON | es | ||||||
| of directors from the IPO Prospectus from 26 April 2017 |
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| 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 |
- | 228 ,241 |
1 ,090,833 |
- | 228 ,241 |
| 4 | RCS&RDS SA | DIGI COMMUNIC ATIONS N.V. |
17/12/2018 | 16/12/2019 | N/A | N/A | Loan | EUR | 10,000,000 | - | 5.5% p.a interest |
- | - | - | - | - |
| 5 | RCS&RDS SA | DIGI COMMUNIC ATIONS 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 EUR 20,000,000 |
EUR | 20 ,000 ,000 |
All other provisions of the contract remain unchanged |
5.5% p.a interest |
- | 7 ,716,161 |
36,877 ,849 |
- | 7 ,716 ,161 |
| 6 | RCS&RDS SA | 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 |
204,946 ,275 |
979 ,499 , 730 |
- | 204,946 ,275 |
| 7 | 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 |
Annex 1, point 1 |
N/A | "Re -invoicing from RCS&RDS to Digi Communicatio ns N.V. of the invoices issued erroneously by the service providers and advisors in the context of the bond issue from February 2019, considering that the legal |
EUR | 397,166 | Final value, net of VAT |
Payment order/compensa tion |
- | 113 ,198 |
5 4 1 ,007 |
- | 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 | Payment term | Guarantees | Estimated Receivables/ Liabilities in |
Estimated Receivables/ |
Pen alti |
Balance at 31 December 2019 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the contract | contract | Contract | Contract | HCY | Amount in HCY |
HCY | Liabilities in RON |
es | ||||||||
| entity who issued the bonds is Digi Communicatio ns N.V. This amount represents the final value of financing costs reinvoiced, as per the Final Addendum " |
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| 8 | 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 |
Annex 1, point 2 |
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 This amount represents the final value of financing costs re-invoiced, as per the Final Addendum " |
EUR | 5,207,900 | Final value, net of VAT |
Payment date until 31/12/2019, with extension option; payment order/compensa tion |
- | - | - | - | - |
Serghei Bulgac, Chief Executive Officer
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