Digi Communications N.V. announces the upsize and successful pricing of the offering of senior secured notes by Digi Romania

Digi Romania S.A., has successfully priced an offering of €600 million in 4.625% senior secured notes due 2031

(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 successfully priced an offering of €600 million in 4.625% senior secured notes due 2031. The offering, coordinated by Barclays and Citigroup alongside several joint bookrunners including ING and Santander, is set to settle on October 29, 2025. Proceeds will primarily be used to refinance existing debt—redeeming €400 million in notes due 2028, partially repaying facilities under the 2023 and 2024 Senior Facilities Agreements, and covering other short-term debt, corporate purposes, and transaction costs. The notes are expected to be listed and traded on the regulated market of Euronext Dublin, with a related prospectus to be published soon.

(PRESS RELEASE) BUCHAREST, Romania, 23-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 that on 22 October 2025, DIGI Romania S.A., a Romanian subsidiary of the Company (“Digi Romania”) has successfully priced the offering (the “Offering”) of its EUR 600 million 4.625% senior secured notes due 2031 (the “Notes”).

Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG acted 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 acted as Joint Bookrunners.

The settlement of the Notes is expected to take place on 29 October 2025.

The gross proceeds of part of the Offering amounting to EUR 600 million will be used (such use, together with the Offering, the “Refinancing”): (a) to redeem the entire outstanding aggregate principal amount of EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania; (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 (the “2023 Senior Facilities Agreement”); (c) to partially prepay the term loan Facility A under the the senior facilities agreement dated June 3, 2024 (as amended and restated on September 12, 2024, and on December 5, 2024), between, among others, Digi Romania, ING Bank N.V. as mandated lead arranger, ING Bank N.V., London Branch, as facility agent, and several other financial institutions, as lenders (the “2024 Senior Facilities Agreement”); (d) to partially prepay certain of our other secured short-term debt; (e) for general corporate purposes and (f) 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).

The Notes are expected to be admitted to the official list of 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 20 October 2025 available at https://www.bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-Digi-Romania-de-Obligatiuni-si-rascumpararea-Obligatiunilor-2028/636A0.

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 new logo

FAQs

What did Digi Communications announce?
Digi Communications N.V. announced that its Romanian subsidiary, Digi Romania S.A., successfully priced a €600 million offering of senior secured notes due 2031.

What is the interest rate and maturity of the new notes?
The notes carry an annual interest rate of 4.625% and will mature in 2031.

When will the settlement of the notes take place?
The settlement is expected to occur on October 29, 2025.

What will the proceeds from the offering be used for?
Proceeds will be used to refinance existing debt, including the redemption of €400 million notes due 2028, partial prepayment of 2023 and 2024 senior facilities, repayment of other secured short-term debt, general corporate purposes, and transaction costs.

Who managed the offering?
Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG acted as Joint Global Coordinators and Joint Physical Bookrunners, while ING Bank N.V., Banco Santander S.A., Société Générale, and UniCredit Bank GmbH served as Joint Bookrunners.

Where will the notes be listed?
The notes are expected to be admitted to the official list of Euronext Dublin and traded on its regulated market.

Is this offering available to investors in the United States?
No. The offering is not registered under the U.S. Securities Act, and the notes cannot be offered or sold in the U.S. without registration or an exemption.

Where can investors find more information?
Further details are available in the company report dated 20 October 2025, accessible on the Bucharest Stock Exchange website:
https://www.bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-Digi-Romania-de-Obligatiuni-si-rascumpararea-Obligatiunilor-2028/636A0

SOURCE: Digi Communications N.V.