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Digi Communications N.V.

M&A Activity May 30, 2018

6226_iss_2018-05-30_1bb31bf2-9bfa-406f-9578-47735ae1dbdb.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. 24/2007 on issuers of financial instruments and market operations and to the Romanian National Securities Commission Regulation no. 1/2006 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

DIGI COMMUNICATIONS N.V.
(the "Company")
Amsterdam, The Netherlands
Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building,
th floor, 5th District, Romania
Phase I, 4
+4031.400.65.05/ +4031.400.65.06
Registration number with The Netherlands Chamber of
number
with
The
Commerce Business Register: 34132532/29.03.2000
RSIN: 808800322
and
Partnerships
RO 37449310
EUR 6,918,042.52
100,000,000 (out of which (i) 65,756,028 class A shares
with a nominal value of ten eurocents (€ 0.10) each and
(ii) 34,243,972 class B shares, with a nominal value of one
eurocent (€ 0.01) each)
34,243,972 class B shares
Bucharest Stock Exchange, Main Segment, Category
Int'l
(Shares)
Report date: 30 May
2018
Name of the issuing entity:
Statutory seat:
Visiting address:
Phone/Fax number:
Registration
Netherlands Chamber of Commerce
Business Register and Dutch Legal
Entities
Identification Number (RSIN):
Romanian Tax Registration Code:
Share Capital:
Number of shares in issue:
Number of listed shares:
Regulated market on which the issued
securities are traded:

Important events to be reported: The closing of the acquisition by the Company's Hungarian subsidiary, DIGI Távközlési és Szolgáltató Kft., of the Hungarian telecommunications operator Invitel Távközlési Zrt.

The Company would like to inform its shareholders that, as a result of the completion of the conditions to closing provided in the share-purchase agreement ("SPA") signed on 21 July 2018 between DIGI Távközlési és Szolgáltató Kft. ("Digi HU"), as the purchaser, and Ilford Holding Kft. and InviTechnocom Kft. (former name Invitel Technocom Távközlési Kft.), acting as sellers (the "Sellers), the acquisition by Digi HU of shares representing in total 99.998395% of the share capital and voting rights of Invitel Távközlési Zrt. (the "Target") was finalized today, 30 May 2018.

The total consideration paid by Digi HU to the Sellers for the acquisition of shares in the Target was of approximately EUR 135.4 million.

The Company welcomes the addition to the Digi group of a key Hungarian telecommunications operator positioned as the second-largest incumbent fixed line telecommunications and broadband internet services provider in the residential and small business customers segment in Hungary. The Target offers an extensive portfolio of services to residential and small business customers, including a variety of multimedia and entertainment services such as interactive, digital and HD television, fast internet offerings and fixed telephony services across its regional networks.

This transaction will allow the Company's group to consolidate its position on the Hungarian telecommunications market, and to expand its customer reach and experience, as well as to create better operational synergies.

For the year 2017, the Target had a revenue of HUF 25,769 billion (approximately EUR 83.3 million) and an EBITDA of HUF 7.550 billion (approximately EUR 24.4 million). At 30 April 2018, the Target had 695,099 RGUs (revenue generating units) in cable TV, broadband internet and fixed telephony. In May 2018, the Hungarian Competition Council cleared this transaction subject to the following commitments having been undertaken by Digi HU: Digi HU to sell within six months the network the Target currently holds in 16 Hungarian settlements, as well as to refrain from extending the lease contracts in place with independent fixed-line telecom networks in 23 Hungarian settlements.

For other relevant information regarding the SPA and the transaction, we invite the market and our investors to also refer to the announcement issued by the Company to the market and to its investors on 21 July 2017.

Serghei Bulgac

Chief Executive Officer

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