Tag Archives: Euronext Dublin

Digi Communications N.V. AGM 2019 will be held in Amsterdam on 30 April 2019

BUCHAREST, Romania, 19-Mar-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that today, 19 March 2019, the Board of Directors of the Company convenes the general shareholders meeting (the “GSM”) of the Company (Digi Communications N.V.), to be held on Tuesday, 30 April 2019 at 12:00 p.m. CEST, at Crowne Plaza Hotel, Amsterdam – Schiphol (Municipality of Haarlemmermeer), Planeetbaan 2, 2132 Hz Hoofddorp, The Netherlands.

The main topics for the GSM are the following:

  • discussion and approval items on the Annual Report 2018 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report);
  • approval for the distribution of a gross dividend of 0.50 RON per share; ex-date – 15 May 2019, reference date – 16 May 2019, and the payment date on or around – 29 May 2019;
  • release from liability of the members of the Board of Directors;
  • appointment of the statutory auditor for the year ending 31 December 2019;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • appointment of Mr. Emil Jugaru as a non-executive member of the Board of Directors.

We kindly invite the market to visit the Company’s website at
http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.

The above-mentioned section from the Company’s website also contain the English and Romanian complete versions of the 2018 Annual Report, the 2018 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor’s Report.

The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.

Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders).

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ANNUAL GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON TUESDAY 30 APRIL 2019 AT 12:00 PM CEST AT CROWNE PLAZA HOTEL, AMSTERDAM – SCHIPHOL (MUNICIPALITY OF HAARLEMMERMEER), PLANEETBAAN 2, 2132 HZ HOOFDDORP, THE NETHERLANDS

AGENDA

  1. Opening
  2. Annual Report 2018
  3. Board report 2018 (discussion item)
  4. Application of the remuneration policy in 2018 (discussion item)
  5. Dividend and Reservations Policy (discussion item)
  6. Adoption of the 2018 Annual Accounts (voting item)
  7. Distribution of dividend (voting item)
  8. Release from liability of the members of Board of Directors (voting item)
  9. Appointment of Statutory Auditor – Proposal to appoint Ernst & Young Accountants, LLP, Netherlands as the statutory auditor of the Company for the financial year 2019 (voting item)
  10. Designation of the Board of Directors as the competent body to repurchase Class B Shares (voting item)
  11. Appointment of Emil Jugaru as non-executive member of the Board of Directors
  12. Close of Meeting

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2018 is available on the website of the Company (www.digi-communications.ro) from 19 March 2019 onwards and is, with effect from the same date, available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).

Record Date

Shareholders (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights) are entitled to attend and vote at the AGM (either in person or by proxy) if they (i) are registered in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Tuesday, 2 April 2019 (the Record Date) after all debit and credit entries have been handled and (ii) in addition have notified the Company of their intended attendance at the AGM in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders’ register of the Company.

Notification of Attendance

Class A shares: holders of registered class A shares (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company of their intended attendance, which notice, accompanied where applicable by written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Tuesday 23 April 2019 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by the Company which together with a valid identification document will also serve as admission ticket for the AGM.

Class B shares: holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company by registering via the Evo-platform of ING Bank N.V. (www.ing.evo-platform.com/digi) no later than by Tuesday 23 April 2019 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by ING Bank N.V. which together with a valid identification document will also serve as admission ticket for the AGM.

Representation by Proxy

Shareholders (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights) who choose to be represented at the AGM may grant a proxy to a person to vote at the AGM on their behalf as follows:

Class A shares: holders of registered class A shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may grant a proxy to (i) a third person or (ii) to Mrs. Carmen Otelea, the Company’s corporate secretary, and to Mrs. Eliza Popa, legal counsel of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania), any of whom to individually and alternatively (and not collectively) execute the given proxy in which case such proxy must include unequivocal voting instruction(s). The holder of shares A will notify the Company of an electronic copy of the proxy at the following email address: digi.gsm@digi-communications.ro no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

Class B shares: The holders of class B shares may grant a proxy, where applicable with voting instructions, to a third person via www.ing.evo-platform.com/digi when registering for the AGM no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

E-voting Class B Shares

Only holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may also give voting instructions via www.ing.evo-platform.com/digi no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

Identification

Persons entitled to attend the AGM (which includes persons granted with a proxy in the manner as described above) will be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.

Issued capital and voting rights of the Company

At the day of this convocation, the Company has an issued share capital of EUR 6,810,042.52 consisting of 64,556,028 Class A Shares, each having a nominal value of EUR 0.10 and 35,443,972 Class B Shares, each share having a nominal value of EUR 0.01. 4,409,361 Class A Shares and 857,450 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at the day of this convocation amounts to 636,053,192.

For additional information, please visit the Company’s website at: www.digi-communications.ro

SOURCE: EuropaWire

Digi Communications N.V. €200M 5.0% additional senior secured notes due 2023 admitted to the Main Securities Market of the Euronext Dublin

BUCHAREST, Romania, 12-Mar-2019 — /EPR FINANCIAL NEWS/ — In connection with the Company’s €200,000,000 5.0% Senior Secured Notes due 2023 to be consolidated and treated as a single class with €350,000,000 5.0% Senior Secured Notes due 2023 (the “Additional Notes”), which were issued by the Company in February 2019, we would like to inform the market and its investors that, on 11 March 2019, the board of the Irish Stock Exchange (the Euronext Dublin) approved the admission of the Additional Notes to listing on the Official List and trading on the Main Securities Market of the Irish Stock Exchange.

SOURCE: EuropaWire

Digi Communications priced EUR 200M 5.0 percent additional senior secured notes due 2023

BUCHAREST, Romania, 8-Feb-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that on 7 February 2019 it successfully priced €200,000,000 5.0% senior secured notes due 2023 (the “Additional Notes”) to be consolidated and treated as a single class with the existing €350,000,000 5.0% senior secured notes due 2023 (the “Original Notes”) – the “Offering”.

The Additional Notes are expected to settle on 12 February 2019.

The Additional Notes have a yield to maturity of 4.578% and the gross proceeds of the Offering are €203,500,000 plus interest deemed to have accrued from (and including) October 15, 2018 (the last date on which interest on the Original Notes was paid) to 12 February 2019 (the settlement date).

Citigroup Global Markets Ltd. acted as the Sole Global Coordinator and Physical Bookrunner in relation to this Offering.

SOURCE: EuropaWire

Citigroup Global Markets Ltd. will act as the Sole Global Coordinator and Physical Bookrunner Digi Communications N.V.’s additional €125 million senior secured notes

BUCHAREST, Romania, 6-Feb-2019 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that, on 6 February 2019, it decided to offer (the “Offering”) additional €125,000,000 5.0% senior secured notes due 2023 (the “Additional Notes”), to be consolidated and treated as a single class with the existing  €350,000,000 5.0% senior secured notes due 2023 (the “Original Notes”, and, together with the Additional Notes, the “Notes”) issued by the Company under the Indenture originally dated October 26, 2016 and supplemented on June 8, 2017 and June 28, 2018 (the “Indenture”), which are currently listed on the official list (the “Official List”) and trading on the regulated market (the “Main Securities Market”) of the Irish Stock Exchange plc (trading as Euronext Dublin).

The Additional Notes will be offered solely to (1) “qualified institutional buyers” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or (2) Non-U.S. persons purchasing the Additional Notes outside the United States in reliance on Regulation S under the U.S. Securities Act. The Additional Notes will not be offered to any person or in any jurisdiction if this would be unlawful or would require any approval.

Citigroup Global Markets Ltd. will act as the Sole Global Coordinator and Physical Bookrunner in relation to the Offering.

The Additional Notes will be consolidated and treated as a single class with the Original Notes. The minimum denomination of the Additional Notes will be, as for the Original Notes, €100,000. The Additional Notes will have identical terms and conditions in all respects as the Original Notes, including, without limitation, with respect to payments of interest, waivers, amendments, redemptions and offers to purchase. The Additional Notes will be fully fungible with the Original Notes, subject to certain temporary restrictions designed to ensure compliance with applicable provisions of the US law.

For more information, please visit the original release on EuropaWire.