Digi Communications N.V. to offer additional €125,000,000 5.0% senior secured notes due 2023; new notes will be consolidated and treated as its existing €350,000,000; adjustment on interim unaudited consolidated financial statements for the nine-month period ending September 30, 2018

The offering by the Company of €125,000,000 5.0% senior secured notes due 2023 to be consolidated and treated as a single class with the Company’s existing €350,000,000 5.0% senior secured notes due 2023 and the adjustment by the Company of its interim unaudited consolidated financial statements for the nine-month period ending September 30, 2018
BUCHAREST, Romania, 6-Feb-2019 — /EuropaWire/ — 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.
The Additional Notes will be, as the Original Notes, guaranteed (each, a “Guarantee”) on a senior basis by the Company’s main subsidiaries in Romania and Hungary – RCS & RDS S.A. (“RCS&RDS”), DIGI Távközlési és Szolgáltató Korlátolt Felelősségű Társaság (“DIGI Hungary”) and Invitel Távközlési Zrt (“Invitel”) (collectively, the “Guarantors”). The obligations of the Company and the Guarantors under the Notes and the Guarantees thereof are, or will be, as applicable, secured by first-ranking (and, in The Netherlands, both first-ranking and second-ranking) (subject to any permitted collateral liens) security interests over (i) subject to certain exclusions, all present and future movable assets of RCS&RDS, including bank accounts, trade receivables, intragroup receivables, insurance receivables, inventories, movable tangible property (including installation, networks, machinery, equipment, vehicles, furniture, and other similar assets), intellectual property rights, insurance and proceeds related to any of the foregoing; (ii) all shares of certain of the material subsidiaries of RCS&RDS held by RCS&RDS; (iii) certain assets of the Company, including all shares it holds in RCS&RDS, certain bank accounts and rights under the proceeds loan; and (iv) all shares held by DIGI Hungary in Invitel (collectively, the “Collateral”). The Collateral and the Guarantees are subject to limitations under the laws of the relevant jurisdictions and will be released in certain circumstances.
Application will be made to the Irish Stock Exchange plc (trading as Euronext Dublin) for the Additional Notes to be admitted to the Official List and trading on Main Securities Market.
The gross proceeds of the Offering will be used: (i) to prepay certain principal amounts outstanding under the 2016 Senior Facilities Agreement; (ii) to prepay certain principal amounts outstanding under the 2018 Senior Facilities Agreement; (iii) to pay costs, expenses and fees in relation to the Offering (including the initial purchaser’s fees, legal and accounting fees and other transaction costs); and (iv) for general corporate purposes.
In connection with the Offering of the Additional Notes, Citigroup Global Markets Ltd. or one or more of its affiliates or persons acting on its behalf (as the Stabilization Manager) may overallot the Additional Notes or effect transactions with a view to supporting the market price of the Additional Notes at the level higher than that which might otherwise prevail. However, there is no assurance that the Stabilization Manager will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the Offering of the Additional Notes is made and, if begun, may be ended at any time, but it must end no later than the 30 days after the Additional Notes issue date, or no later than 60 days after the date of the allotment of the Additional Notes, whichever is earlier.
A restatement by the Company of the previously reported unaudited interim condensed consolidated financial statements for the nine-month period ended September 30, 2018 following adjustments:
The Company hereby announces that it is making the following principal restatements to the unaudited interim condensed consolidated financial statements for the nine-month period ended September 30, 2018 originally reported on November 14, 2018.

As at 30 September 2018
(all in Euro thousand) 
 
 

Statement of Comprehensive Income
Previously reported
Adjustments
Adjusted

Other non-current assets

4,3231
4,323

Derivative financial assets
36,848
3,5632
40,411

Deferred tax liabilities
(60,826)
(1,090)3
(61,916)

Trade payables and other payables
(410,030)
2,4954
(407,535)

Provisions

(7,224)5
(7,224)

Equity attributable to equity holders of the parent
(147,577)
(1,928)6
(149,505)

Non-controlling interest
(7,112)
(133)6
(7,245)

1
recognition of deferred green certificates (€4,323)

2
fair value re-assessment for embedded derivative asset (€3,563)

3
additional deferred tax liability generated by the recorded adjustments (€1,090)

4
reclassification from trade and other payables to provisions (€2,495)

5
additional provisions in connection with ongoing litigation (€4,729) and reclassification from trade and another payables line (€2,495)

6
impact on equity attributable to equity holders of the parent (€1,928) and non-controlling interest (€133) of the recorded adjustments above

9 months period ended 30 September 2018 (all in Euro thousand) 

Statement of Comprehensive Income
Previously reported
Adjustments
Adjusted

Revenues
752,045
4,3231
756,368

Other expenses
(12,620)
(4,729)2
(17,349)

EBITDA
233,670
(407)
233,263

Finance income
257
3,5623
3,819

Income Tax
(17,373)
(1,092)4
(18,465)

Net profit for the period
18,864
2,062
20,926

1
recognition of deferred green certificates (€4,323)

2
additional provisions in connection with ongoing litigation (€4,729)

3
fair value re-assessment for embedded derivative asset (€3,563)

4
additional deferred tax expense from the recorded adjustments (€1,092)

9 months ended 30 September 2017 (all in Euro thousand) 

Statement of Comprehensive Income
Previously reported
Adjustments
Adjusted

Revenues
684,071
3,264
687,3351

Operating expenses
(596,579)
(927)
(597,506)2

EBITDA
221,729
2,337
224,066

Finance income
706
14,423
15,1293

Income Tax
(15,944)
(2,870)
(18,814)4

Net profit for the period
44,166
13,890
58,056

Other comprehensive income:
 
 
 

Available for sale financial asset, net change in fair value
41,177
(41,177)5

1
recognition of deferred green certificates (€3,264)

2
 recognition of expense related to the Group’s Share Option Plans (€927)

3
fair value re-assessment for embedded derivative asset (€14,423)

4
additional deferred tax expense from the recorded adjustments (€2,870)

5
reclassification to retained earnings of the Swap of NCI against Available for sale financial assets

The Company’s consolidated cash flow statements and the statements of changes in equity have also been restated accordingly.
The full version of the restated  unaudited interim condensed consolidated financial statements for the nine-month period ended September 30, 2018 (in English only) are available on the Company’s website at www.digi-communications.ro/en/investor-relations/shares/financial-results-presentations/financial-results/quarterly-reports (a further Romanian version thereof being as soon as possible published by the Company in the corresponding section).
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.
For details regarding the reports, please access the official websites designated of Digi: www.digi-communications.ro (Investor Relations Section).
About Digi Communications NV
Digi is the parent holding company of RCS & RDS, a leading provider of pay TV and telecommunications services in Romania and Hungary. In addition, RCS & RDS provides mobile services as an MVNO to the large Romanian communities living in Spain and Italy.
Contacts
For Digi Communications NV
Serghei Bulgac
Phone no: +4031 400 4444
ipo.relations@digi-communications.ro
DIGI logo
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