Digi Communications N.V. announces launch of senior secured notes offering by Digi Romania. Conditional full redemption of all outstanding 2028 Notes issued on 5 February 2020

Digi Communications Launches €500 Million Notes Offering to Redeem 2028 Bonds and Strengthen Financial Position

(IN BRIEF) Digi Communications N.V., a leading European telecommunications company listed on the Bucharest Stock Exchange, announced that its Romanian subsidiary, Digi Romania S.A., has launched a €500 million Senior Secured Notes offering due in 2031. The proceeds will be used to refinance existing debt, including the full redemption of its outstanding €400 million 3.25% senior secured notes due 2028, partially prepay certain loan facilities, and cover related expenses. The new notes will be listed on Euronext Dublin and secured by various Digi Romania and group assets. Barclays and Citigroup are acting as Joint Global Coordinators, with ING, Santander, Société Générale, and UniCredit as Joint Bookrunners. A conditional redemption notice for the 2028 notes has also been issued, with the redemption expected around October 30, 2025, pending completion of the financing transactions.

(PRESS RELEASE) BUCHAREST, Romania, 20-Oct-2025 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market of the following events: (i) the launch of an offering by Digi Romania S.A., a Romanian subsidiary of the Company (“Digi Romania”), of EUR 500 million Senior Secured Notes due 2031 (the “Offering”); and (ii) issuance of a notice of conditional full redemption (the “Redemption Notice”) in respect of all outstanding EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania (the “2028 Notes”).

1. Offering

The Company would like to inform the market and its investors that Digi Romania has launched today an offering of EUR 500 million in aggregate principal amount of its senior secured notes due 2031 (the “Notes”). The Notes will be offered in minimum denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof.

The Notes will be Digi Romania’s senior secured obligations and, on issue, will not be guaranteed. Following the issue date for the Notes, Digi Romania’s subsidiaries may guarantee its obligations under the Notes and the indenture governing such Notes (the “Indenture”) pursuant to the terms of such Indenture. The obligations of Digi Romania under the Notes will be secured by first-ranking (and, in the Netherlands, both first-ranking and second-ranking), subject to certain permitted collateral liens, security interests over (i) subject to certain exclusions, all present and future movable assets of Digi Romania, 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 DIGI Spain held by Digi Romania, and (iii) certain assets of the Company, including all shares it holds in Digi Romania and certain of its bank accounts in Romania (collectively, the “Collateral”). The Collateral is subject to limitations under the laws of the relevant jurisdictions and will be released in certain circumstances. The Notes and the Indenture will be governed by New York law (save for dispute resolution provisions in the Indenture providing for an option to arbitrate under LCIA Rules, which will be governed by English law). The holders of the Notes will have the benefit of an existing English law governed intercreditor agreement. The Offering was approved by an extraordinary general meeting of shareholders of Digi Romania dated 23 September 2025. Digi Romania has made an application for the Notes to be admitted to the official list of the Euronext Dublin and trading on its regulated market, which is a regulated market for the purposes of European Union Directive 2014/65/EU.

Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG will act as Joint Global Coordinators and Joint Physical Bookrunners in relation to the Offering. ING Bank N.V., Banco Santander S.A., Société Générale and Unicredit Bank GmbH will act as Joint Bookrunners.

The 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) investors that are not U.S. persons purchasing the Notes outside the United States in reliance on Regulation S under the U.S. Securities Act. The Notes will not be offered to any person or in any jurisdiction if this would be unlawful or would require any approval.

The gross proceeds of the Offering will be used to (such use, together with the Offering, the “Refinancing”)  a) to redeem the entire outstanding aggregate principal amount of the 2028 Notes; (b) partially prepay the Facility A under the senior facilities agreement dated 21 April 2023, between, among others, Digi Romania as borrower, the Company as guarantor, ING Bank N.V., BRD-Groupe Societe Generale S.A., Citibank Europe plc, Dublin – Romania Branch, Raiffeisen Bank S.A. and UniCredit S.A., as mandated lead arrangers, and several other financial institutions, as lenders; (c) for general corporate purposes and (d) to pay costs, expenses and fees in connection with the Refinancing (including accrued but unpaid interest, the Initial Purchasers’ fees, legal and accounting fees and other transaction costs). In connection with the Offering, Citigroup Global Markets Europe AG or one or more of its affiliates or persons acting on its behalf (the “Stabilizing Manager”) may overallot the Notes or effect transactions with a view to supporting the market price of the Notes at the level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing 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 Notes is made and, if begun, may be ended at any time, but it must end no later than the 30 days after the Notes issue date, or no later than 60 days after the date of the allotment of the Notes, whichever is earlier.

1. Redemption Notice

In the context of the Offering, Digi Romania has issued today the Redemption Notice to holders of the 2028 Notes. In accordance with the terms of the Redemption Notice, such redemption is conditional upon the completion of one or more financing transactions by Digi Romania and/or any of its subsidiaries or affiliates for the purpose of redeeming the 2028 Notes that are satisfactory to Digi Romania in its sole and absolute discretion and result in aggregate net proceeds to Digi Romania in a sufficient quantity to pay the redemption price for the 2028 Notes in full and pay all related expenses on or prior to the redemption date (which, subject to the possibility of postponement as set out in such Redemption Notice, is presently expected to be 30 October 2025).

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.

About Digi Communications N.V.

We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.

Contacts:

Digi Communications NV
Phone no: +4031 400 6505
investor.relations@digi-communications.ro

Website:

Logo:

Digi Communications NV logo

FAQs

What did Digi Communications N.V. announce?
Digi Communications N.V. announced that its subsidiary, Digi Romania S.A., has launched an offering of €500 million Senior Secured Notes due in 2031 and issued a conditional notice to redeem its existing €400 million notes due in 2028.

What is the purpose of this new notes offering?
The funds raised will be used to fully redeem the existing 2028 Notes, partially prepay Facility A under its senior facilities agreement, cover transaction-related costs, and support general corporate purposes.

How much is the new offering worth?
The offering totals €500 million in Senior Secured Notes, issued in denominations of €100,000 and multiples of €1,000 thereafter.

When will the redemption of the 2028 Notes occur?
The redemption is expected around 30 October 2025, subject to successful completion of the new financing transactions.

Who are the main financial institutions involved?
Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG are serving as Joint Global Coordinators and Joint Physical Bookrunners, while ING Bank N.V., Banco Santander S.A., Société Générale, and UniCredit Bank GmbH are Joint Bookrunners.

Where will the new notes be listed?
Digi Romania has applied to list the 2031 Notes on Euronext Dublin’s regulated market.

Who can purchase these new notes?
The Notes are being offered only to qualified institutional buyers under Rule 144A (U.S.) and to non-U.S. investors under Regulation S of the U.S. Securities Act.

Will the new notes be guaranteed?
Initially, the Notes will not be guaranteed. However, Digi Romania’s subsidiaries may provide guarantees later, as permitted under the Indenture.

What will secure the new notes?
The Notes will be secured by first-ranking security interests over Digi Romania’s movable assets, certain shares in DIGI Spain, and other specified assets of Digi Communications N.V.

Is this offering available in the United States?
No. The Notes are not registered under the U.S. Securities Act and cannot be offered or sold in the U.S. without proper registration or exemption.

SOURCE: Digi Communications N.V.