Digi Communications N.V. announces status update on the potential Digi Spain Telecom S.A.U. transaction – announcement of intention to float

(IN BRIEF) Digi Communications N.V. has decided to support a potential IPO of its Spanish subsidiary, Digi Spain Telecom S.A.U. Digi Spain announced on 29 June 2026 that it intends to float its ordinary shares on Spain’s main stock exchanges through the Mercado Continuo. The proposed transaction would include about €150 million in newly issued shares, alongside a secondary sale by Digi Romania S.A., Digi Spain’s sole shareholder. Global Portfolio Investments has conditionally committed €100 million to the offering, provided the pre-money equity valuation does not exceed roughly €1.7 billion. Subject to market conditions and approval of the prospectus by Spain’s CNMV regulator, Digi Spain plans to seek listings in Barcelona, Bilbao, Madrid and Valencia. After the offering, including any over-allotment option, Digi Romania is expected to retain at least a 75% stake in Digi Spain. The announcement is not an offer to sell securities. The final prospectus remains pending CNMV approval, and the proposed shares will not be offered in the United States, Canada, Japan, South Africa, Australia or other restricted jurisdictions.

(PRESS RELEASE) BUCHAREST, Romania, 29-Jun-2026 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, informs the market that, in line with its previously announced exploration of strategic options in relation to its operations in Spain, it has decided to participate in a potential initial public offering of the shares of its subsidiary, Digi Spain Telecom, S.A.U. (“Digi Spain”).

In this context, on 29 June 2026, Digi Spain announced its intention to proceed with the initial public offering (the “IPO” or the “Offering”) of its ordinary shares (the “Shares”). The Offering is expected to comprise a primary offering of newly issued Shares for an effective total amount of approximately EUR 150 million, as well as a secondary offering of existing Shares by Digi Romania S.A., Digi Spain’s sole shareholder (the “Selling Shareholder”). DIGI Spain has received a binding commitment from Global Portfolio Investments, S.L. for an investment of €100 million in the Offering, subject to certain conditions including an offer price representing an equity value, before the issuance of New Shares (Pre-Money valuation), of up to c. €1.7 billion.

Digi Spain intends to apply for its Shares to be admitted to trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (the “Admission” and the “Spanish Stock Exchanges”) through the Automated Quotation System (Mercado Continuo) of the Spanish Stock Exchanges. The decision to proceed and definitive timing for the Offering and Admission is subject to, among other factors, market conditions and the approval of the IPO prospectus (the “Prospectus”) by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”).

Following completion of the Offering, including any exercise of the secondary over-allotment option, the Selling Shareholder will retain a shareholding of at least 75% in Digi Spain.

For more details, please refer to the announcement published on the Company’s website (https://www.digi-communications.ro/), under section “Announcements”, as well as on Digi Spain’s website (www.digispain.es), under section “ITF”.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

The information included in this report is not an offer to sell or a solicitation of any offer to buy or acquire any securities issued by Digi Spain in any jurisdiction where such offer or sale would be unlawful.

This Announcement is an advertisement for the purposes of Article 22 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and underlying legislation. It does not constitute a prospectus or a document equivalent to a prospectus, or an offer to sell or subscribe for, or a solicitation of an offer to buy, any securities issued by the Company. Investors should not subscribe, acquire, sell or otherwise dispose of the securities referred to in this Announcement except on the basis of the information contained in the prospectus in its final form (the “Prospectus”) to be approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”) and to be published by the Company in due course regarding the proposed public offering for sale or subscription of ordinary shares (the “Shares”) of the Company (the “Offering”) and the admission of the Shares to trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (respectively, “Admission” and the “Spanish Stock Exchanges”). Potential investors should read the prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in these securities, and should not subscribe for or purchase, sell or otherwise dispose of any securities referred to in this Announcement except on the basis of information in, or incorporated by reference to, the prospectus.

As of the date of this Announcement, the Prospectus is pending approval by the CNMV. Once approved, the prospectus will be made available to investors on the websites of the CNMV (www.cnmv.es) and of the Company (www.digispain.es) and upon request of any potential investor and free of charge, the Company shall deliver a version of the prospectus in electronic format. The approval of the Prospectus should not be understood as an endorsement of the Shares by the CNMV.

The information included in this report is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Australia, South Africa or Japan and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa or Australia.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities 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, the United Kingdom and Belgium.

Contacts:

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

Website:

Logo:

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FAQs

What has Digi Communications announced?
Digi Communications N.V. has announced that it intends to participate in a potential initial public offering of its Spanish subsidiary, Digi Spain Telecom S.A.U.

What would the proposed Digi Spain IPO include?
The proposed offering is expected to include approximately €150 million of newly issued shares, together with a secondary sale of existing shares by Digi Romania S.A., Digi Spain’s sole shareholder.

Who has committed to invest in the offering?
Global Portfolio Investments, S.L. has provided a binding commitment to invest €100 million, subject to certain conditions.

What valuation condition applies to Global Portfolio Investments’ commitment?
The commitment is conditional on the offer price implying a pre-money equity valuation of Digi Spain of up to approximately €1.7 billion.

Where does Digi Spain plan to list its shares?
Digi Spain intends to seek admission to trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges through Spain’s Mercado Continuo system.

When will the IPO take place?
No final timetable has been confirmed. The transaction remains subject to market conditions and approval of the prospectus by Spain’s National Securities Market Commission, the CNMV.

Will Digi Communications retain control of Digi Spain after the offering?
Yes. Following completion of the offering, including any exercise of the secondary over-allotment option, Digi Romania is expected to retain at least 75% of Digi Spain’s shares.

Has the IPO prospectus been approved?
No. As of the announcement date, the prospectus was still pending approval by the CNMV.

Is this announcement an offer to buy or sell shares?
No. The announcement is not an offer or solicitation to buy or sell securities. Any investment decision should be made only on the basis of the final approved prospectus.

In which countries will the shares not be offered under this announcement?
The information is not intended for distribution or release in the United States, Canada, Japan, South Africa, Australia or other jurisdictions where doing so would be unlawful.