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Digi Communications N.V.

Regulatory Filings Jan 15, 2020

6226_rns_2020-01-15_9a46b8e1-6436-4705-9518-9006f4198679.pdf

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.

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15
January
2020
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 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
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 "
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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