Tag Archives: Invitel Távközlési Zrt.

New GVH decision approving the acquisition of Invitel Tavkozlesi Zrt. by DIGI Tavkozlesi es Szolgaltato Kft

(PRESS RELEASE) BUCHAREST, Romania, 19-Mar-2020 — /EPR FINANCIAL NEWS/ — The Company informs its shareholders and investors that the Hungarian Competition Authority (Gazdasagi Versenyhivatal, hereinafter “GVH”) has issued on 18 March 2020 a new decision approving the acquisition by our Hungarian subsidiary, DIGI Tavkozlesi es Szolgaltato Kft. (“Digi HU”) of shares representing in total 99.998395% of the share capital and voting rights of Invitel Tavkozlesi Zrt. (“Invitel”) (the “Transaction”)

As disclosed in the Company’s current report on 15 November 2018, GVH withdrew on 14 November 2018 its initial decision approving the Transaction, issued in May 2018 (the “Withdrawal Decision”) and opened a new merger control procedure with the purpose of reassessing certain limited aspects in connection with market overlaps between Invitel and i-TV Digitalis Tavkozlesi Zrt. (“i-TV”, Digi HU’s Hungarian subsidiary) (the “New Procedure”) and imposed a fine of approximately EUR 280,000 (HUF 90,000,000). For more details, please refer to the current report dated 15 November 2018, which can be found at http://www.bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Actualizare-cu-privire-la-tranzactia-Invitel/309C6 or at https://www.digi-communications.ro/en/investor-relations/shares/current-reports/digi-current-report-update-regarding-the-invitel-transaction.

We would like to remind our shareholders and investors that the Withdrawal Decision has been appealed by Digi HU, with the decision issued by the competent Hungarian court in first instance reducing the amount of the fine in half. In addition, although the competent court has maintained the Withdrawal Decision in relation to Digi HU’s alleged failure to proactively act in a required manner, it also established that GVH had failed to properly gather the necessary information at the time of its initial approval in order to clarify the matter. Both GVH and Digi have filed appeals against the court’s decision. The appeal hearing was initially scheduled for March 25, 2020, but as consequence to the measures implemented by the Hungarian government in response to the COVID – 19 epidemics, the hearing has been postponed.

Although we firmly continue to believe that the Withdrawal Decision was incorrect, in the context of the New Procedure and in order to address the authority’s concerns formulated at the time of it issuing the Withdrawal Decision, in consultation with GVH, Digi HU proposed a remedy package. One of the main elements of this package is the sale by Invitel to a third party of its operations in 14 Hungarian settlements and parts of its network in the Szeged settlement that overlapped with DIGI Hungary’s own network there, the sale and purchase agreement having been executed on 9 January 2020. In response to the competition concerns identified by GVH in connection with 67 settlements where Invitel has overlapping services with i-TV, Digi HU proposed to ensure that i-TV’s rental agreements with the relevant local network operators will not be terminated until December 31, 2023 (but will be discontinued from 1 January 2024). Following its analysis of the proposal of this remedial package aimed at addressing competition concerns in connection with the Transaction, GVH authorised again DIGI Hungary’s acquisition of Invitel. Digi HU has to fulfil the remedial measures within three months as of the official communication of the new approval to it.

For details regarding the reports, please access the official website designated of Digi: www.digi-communications.ro (Investor Relations Section/Current Reports).

SOURCE: EuropaWire

RCS&RDS successfully closed its €850.0 million senior secured notes offering due 2025 & 2028

BUCHAREST, Romania, 5-Feb-2020 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. hereby reports successful closing of the offering of senior secured notes by RCS & RDS S.A., its Romanian subsidiary (“RCS&RDS”).

1. CLOSING OF THE OFFERING
The Company (Digi Communications N.V.) would like to inform the market and its investors that on 5 February 2020, RCS&RDS has successfully closed the offering (the “Offering”) of its (i) €450.0 million 2.50% senior secured notes due 2025 and (ii) €400.0 million 3.25% senior secured notes due 2028 (collectively, the “Notes”).

The Notes are expected to be listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and trading on its regulated market. The final offering memorandum dated 29 January 2020, together with the supplement dated 4 February 2020 will be made available on the Company’s website on or about today. A prospectus relating to the Notes will be made available on the website of the Company following its approval by the Central Bank of Ireland.

For further information in relation to the Offering and the Notes, please refer to the reports dated 27 January 2020 and 29 January 2020, each available at http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-obligatiuni-RCS-RDS-in-val-de-800mil-EURO-si-ajustare-sit-fin-Q3-2019/8A562 and http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Digi-anunta-suplimentarea-si-incheierea-ofertei-de-obligatiuni-de-catre-RCS-RDS/B3A8D.

2. CHANGE OF AGENT
The Company would like to inform the market and its investors that all Deutsche Bank entities that originally were expected to act in various agent capacities for the Offering were replaced with Citi Bank entities as follows:

  • Citibank, N.A., London Branch will act as the Principal Paying Agent and the Transfer Agent; and
  • Citigroup Global Markets Europe AG will act as the Registrar,

in each case as defined in the final offering memorandum relating to the Offering dated 29 January 2020.

3. SATISFACTION OF THE FINANCING CONDITION
With reference to the Notice of Conditional Full Redemption in relation to the Company’s €550,000,000 5.00% Senior Secured Notes due 2023 (the “2023 Notes”) dated 27 January 2020, the Company would like to inform the market and its investors that the Financing Condition (as defined in such notice) has been satisfied and the 2023 Notes will be redeemed in full on 6 February 2020.

This announcement is not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act, and no public offering will be made in the United States.

SOURCE: EuropaWire

RCS&RDS successfully priced the offering of up to EUR 800 million senior secured notes

BUCHAREST, Romania, 30-Jan-2020 — /EPR FINANCIAL NEWS/ — The Company (Digi Communications N.V.) would like to inform the market and its investors that on 29 January 2020, RCS&RDS has successfully priced the offering (the “Offering”) of its (i) €450.0 million 2.50% senior secured notes due 2025 and (ii) €400.0 million 3.25% senior secured notes due 2028 (collectively, the “Notes”).

Citigroup Global Markets Europe AG act as the Global Coordinator and Joint Physical Bookrunner in relation to the Offering. ING Bank N.V., London Branch and UniCredit Bank AG act as Joint Physical Bookrunners in relation to the Offering.

The settlement of the Notes is expected to take place on 5 February 2020.

The gross proceeds of the Offering will be used (such use, together with the Offering, the “Refinancing”) (a) to redeem the entire aggregate principal amount outstanding of €550.0 million 5.0% senior secured notes due 2023 issued by the Company and pay €22.3 million of redemption premium and accrued, but unpaid, interest to holders thereof; (b) to prepay or repay the aggregate principal amount of approximately €88.9 million equivalent (calculated at the NBR’s RON/€ exchange rate as at 23 January 2020) outstanding under the Group’s senior facilities agreement dated 7 October 2016 (as amended on 16 October 2017 and 5 June 2019), between, among others, RCS&RDS, as borrower, and BRD-Groupe Société Générale S.A., Citibank, N.A., London Branch, ING Bank and UniCredit Tiriac Bank, as lead arrangers; (c) to prepay the entire aggregate principal amount of approximately €73.4 million equivalent (at the NBR’s RON/€, or the CBH’s HUF/€, exchange rate, as applicable, as at 23 January 2020) outstanding under the Group’s senior facilities agreement dated 1 February 2018 (as amended on 9 March 2018), between the Issuer and DIGI Hungary, as borrowers, the Parent, as guarantor, Citibank N.A., London Branch and ING Bank N.V., as mandated lead arrangers, ING Bank N.V., as facility agent, and several other financial institutions, as lenders; (d) to repay (without cancelling) certain overdraft facilities; (e) to pay costs, expenses and fees (including the fees of the Global Coordinator and Joint Physical Bookrunner and Joint Physical Bookrunners, legal and accounting fees and other transaction costs) in connection with the Refinancing; and (f) for general corporate purposes (which may include acquisitions).

The Notes are expected to be listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and trading on its regulated market. A prospectus relating to the notes will be made available on the website of the Company in due course.

For further information in relation to the Offering and the Notes, please refer to the report dated 27 January 2020 available at http://bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-obligatiuni-RCS-RDS-in-val-de-800mil-EURO-si-ajustare-sit-fin-Q3-2019/8A562)

This announcement is not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act, and no public offering will be made in the United States.

SOURCE: EuropaWire

Digi Group signs EUR 150,000,000 syndicated facility agreement

BUCHAREST, Romania, 31-Jul-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform its investors and the market that, on 30 July 2019, RCS & RDS S.A. (the Company’s subsidiary in Romania – „RCS&RDS”), as borrower and original guarantor, Digi Távközlési és Szolgáltató Korlátolt Felelősségű Társaság (RCS & RDS S.A.’s subsidiary in Hungary – „Digi Kft.”), as borrower and original guarantor, the Company, as borrower, original guarantor and parent, Invitel Távközlési Zrt, as original guarantor, Citibank, N.A., London Branch, ING Bank N.V. and Unicredit Bank S.A., as mandated lead arrangers, Unicredit Bank S.A., as original issuing bank, and ING Bank N.V. as the agent of the other finance parties and several other financial institutions as original lenders, have concluded a syndicated multicurrency facility agreement consisting of two facilities in RON, EUR and HUF (the „Syndicated Facility Agreement”).

The Syndicated Facility Agreement is granted for 12 months, with the possibility of extension up to 24 months from the execution date of the Syndicated Facility Agreement. The value of the Syndicated Facility Agreement is EUR 150,000,000 and may be increased up to EUR 250,000,000 (or its equivalent in other currencies).

The Syndicated Facility Agreement is meant to be used by the Company and its subsidiaries for the purpose of investments.

For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).

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.

Digi Communications N.V.: Digi HU’s ownership and control over Invitel is not affected by the GVH’s decision to reassess the acquisition

BUCHAREST, Romania, 15-Nov-2018 — /EPR FINANCIAL NEWS/ — We would like to inform the market and our investors that, in connection with the decision issued by the Hungarian Competition Authority (Gazdasági Versenyhivatal – “GVH”) in May 2018 (the “Initial Decision”) approving the acquisition by our Hungarian subsidiary – DIGI Távközlési és Szolgáltató Kft. (“Digi HU”), as the purchaser, of shares representing in total 99.998395% of the share capital and voting rights of Invitel Távközlési Zrt. (“Invitel”) from Ilford Holding Kft. and InviTechnocom Kft., acting as sellers (the “Transaction” – the completion of which we have disclosed to the market on 30 May 2018), on 14 November 2018, the GVH issued several decisions whereby it formally withdrew the Initial Decision and it opened a new investigation (“New Procedure”) for reassessing limited aspects in connection with certain settlements where i-TV Digitális Távközlési Zrt. (“i-TV” – one of Digi HU’s subsidiaries in Hungary) and Invitel overlap.

GVH’s stated reason for withdrawing the Initial Decision is based on allegations that Digi HU has failed to proactively comment during the initial assessment on certain data regarding the territorial scope of certain telecommunications services provided by i-TV, which has been used by the GVH in its Initial Decision. On that basis, the GVH also imposed a fine on Digi HU of approximately EUR 280,000 (HUF 90,000,000).

Digi HU’s ownership and control over Invitel is not affected by the above-mentioned GVH’s decisions, as the GVH simultaneously decided on 14 November 2018 to allow Digi HU to continue to exercise control over Invitel (“Exemption Decision”) before the issuance by the GVH of a new decision on the Transaction. As a consequence, on the basis of the Exemption Decision, the implementation by Digi HU of the Transaction is not affected by the GVH’s New Procedure, except for certain limited behavioral restrictions from the Initial Decision that were reinstated.

In relation to the operation of i-TV, the GVH imposed certain behavioral interim obligations on Digi HU until the completion of the New Procedure. i-TV represents a minor part of DIGI HU’s business in Hungary.

We continue to strongly hold that Digi HU fully cooperated during the initial procedure by providing complete and accurate information, and that the GVH’s decision to withdraw the Initial Decision and to apply a fine is incorrect.

Meanwhile, we will continue to fully and in good faith cooperate with the GVH during the New Procedure in order to ensure that a new decision re-approving the Transaction is finalized as soon as possible.

SOURCE: EuropaWire

Digi Communications NV’s subsidiary in Hungary DIGI Távközlési és Szolgáltató Kft. acquires 99.998395% of the share capital and voting rights of Invitel Távközlési Zrt. for EUR 135.4 million

BUCHAREST, Romania, Jun-2-2018 — /EPR Financial News/ — 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 2017 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.

SOURCE: EuropaWire