DIGI Spain, the telecommunications operator of the DIGI Communications Group in Spain, today announced its intention to float (IPO) by launching a public offering of shares and requesting admission to trading on the Barcelona, ​​Bilbao, Madrid, and Valencia stock exchanges.

The operation is backed by an institutional investor, Global Portfolio Investments, S.L., the investment company of the Domínguez de la Maza family (Mayoral Group), which has signed a binding commitment to invest €100 million, for a total equity value, prior to the operation, of up to €1.7 billion.

The net proceeds from the new share issue, approximately €136 million, will be used to finance the company's growth, primarily the expansion of its fiber-to-the-home network and the deployment of its own mobile network. The offering will combine a new share issue, totaling approximately €150 million, with a sale of existing shares by DIGI Romania, S.A., its sole shareholder, and will include a standard over-allotment option of up to 15% of the initial offering size. Following the transaction, the DIGI Group, led by DIGI Communications N.V. (listed on the Bucharest Stock Exchange), will retain at least 75% of the share capital and control of the company.

The offering, which is aimed at qualified investors, will have Barclays, UBS, and Banco Santander as global coordinators; BNP Paribas and Citi as senior placement agents; and BBVA, CaixaBank, and ING completing the underwriting syndicate, with Rothschild & Co. as financial advisor.

The operator, its shareholder, and senior management will assume the standard lock-up commitments for this type of transaction. The execution and timing are subject to market conditions and approval of the prospectus by the Spanish National Securities Market Commission (CNMV).

In the words of DIGI Spain's CEO, Marius Varzaru: “Investment in our own networks, technology, operational efficiency, and customer proximity have been key to consolidating our business model in Spain; a model built to offer high-quality connectivity at very competitive prices, supported by investment in our own networks as a growth engine. We are investing to expand fiber coverage and capacity and to accelerate the deployment of our own mobile network. Listing on the stock exchange would provide us with an additional source of capital to those that have allowed us to finance our growth to date: equity and bank financing.

In this regard, listing the company's shares on the Spanish stock exchange would strengthen our company's financial stability and our ties with the country.” All this while the Group maintains its firm commitment to DIGI Spain and our long-term industrial plan, retaining control of the entity.”

A consolidated value proposition

DIGI Spain operates as a fully convergent telecommunications operator, with mobile, fixed broadband, fixed telephony, and pay television services, and is part of the DIGI Group. As of March 31, 2026, it had 11.4 million customers across all its services (RGUs): 7.6 million mobile, 2.8 million fixed broadband, 0.9 million fixed telephony, and 0.2 million pay television. According to data updated to May 2026 and published by the CNMC (National Commission for Markets and Competition), it has a market share of 14% in fixed broadband and 13% in mobile, leading net new subscriptions in both segments since the fourth quarter of 2021, and is currently the third largest fixed broadband operator in Spain. 

The operator has deployed a nationwide fiber-to-the-home network reaching 14.2 million homes (SMART network), with the goal of reaching 21 million in the medium term. 95% of its network relies on XGS-PON technology, which has allowed it to be the first operator to offer broadband services of up to 10 Gbps for the residential segment, and it has been recognized as the fastest fixed network in Spain for five consecutive years by Ookla Speedtest. In mobile, DIGI is progressing with the deployment of its own network as the fourth operator with a mobile network, relying on its own spectrum and on RAN Sharing and National Roaming agreements signed with Telefónica Móviles.

In addition to investing in state-of-the-art digital infrastructure, DIGI has a vertically integrated business structure with over 11,700 employees, where all activities in the value chain are handled by employees hired directly by the operator. This has allowed it to be more productive and achieve a deployment cost well below market benchmarks, thus offering competitive prices without affecting margins.

Furthermore, distribution is largely in-house, with approximately 2,500 in-house promoters, and around 85% of postpaid sales are made through the company's own sales channels.

This combination of factors supports a value proposition for its customers, focused on service quality and competitive prices, which is reflected in its first-place ranking in customer satisfaction (NPS) among the main Spanish operators since 2022. Varzaru emphasized that the net customer growth of the last three years has been on the Smart network, "which highlights and demonstrates the strength of our business model, a model in which investment in our own networks is the engine of the company's growth. This model relies on the Smart network, its advanced technology, and operations managed entirely by our own employees to offer a highly competitive service in terms of quality and price, provided to customers in a transparent and personalized manner." 

Expected Double-Digit Growth

In 2025, DIGI Spain reached revenues of €929 million, with average annual growth of nearly 20% since 2023, and adjusted EBITDA of approximately €175 million. This momentum continued into 2026: in the first quarter, revenues grew 16.4% year-on-year to €252.2 million, with growth in both mobile (€138.8 million, up 8.1%) and fixed-line (€110.0 million, up 25.9%). Adjusted EBITDA was €50.6 million, with a margin of around 20%, and the company recorded its best quarter ever in net new postpaid mobile and fixed broadband subscriptions.

By 2026, DIGI Spain forecasts revenues of between €1.04 billion and €1.085 billion, an adjusted EBITDA margin in the lower 20% range, and an investment of approximately €400 million. In the medium term, the company aims to grow at a double-digit rate and increase its adjusted EBITDA margin to over 30%.

“DIGI offers high-quality products with a very attractive value proposition of fiber over XGS-PON networks combined with Wi-Fi 7, and for the last five consecutive years, it has been recognized as having the fastest fiber network in Spain. We are always planning the long-term evolution of our networks, taking into account future growth potential and focusing on robustness, quality, and sufficient capacity. Our customers' satisfaction with the services we offer is reflected in our Net Promoter Score (NPS), in which we have led the market among the main Spanish operators since 2022,” concluded Varzaru.

IMPORTANT INFORMATION
This announcement (the “Announcement”) is not an offer to sell or a solicitation of any offer to buy or acquire any securities issued by DIGI Spain Telecom, S.A. Unipersonal (together with its subsidiaries, the “Company”) in any jurisdiction where such offer or sale would be unlawful. The information contained in this Announcement does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement.

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.

This Announcement 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.

In any EEA member state to which the Prospectus Regulation applies, this Announcement is only addressed to and is only directed at “qualified investors” in that member state within the meaning of Article 2(1)(e) of the Prospectus Regulation.

In the United Kingdom, this Announcement is only being distributed to, and is only directed at persons who are (a) “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (“POATR”) and (b) either (i) persons who have professional experience in matters relating to investments so as to qualify as “investment professional” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended from time to time) in connection with the issue or sale of the securities described therein may otherwise lawfully be communicated or caused to be communicated (all such persons under (a) and (b) together being referred to as “relevant persons”). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not take any action on the basis of this Announcement and should not act or rely on it. The information contained herein does not constitute an offer of securities to the public in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000, as amended.

Neither this Announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Barclays Bank Ireland PLC (“Barclays”), UBS Europe SE, Banco Santander, S.A. (collectively, the “Joint Global Coordinators”), BNP PARIBAS, Citigroup Global Markets Europe AG (collectively, the “Senior Joint Bookrunners”), Banco Bilbao Vizcaya Argentaria, S.A. (in collaboration with ODDO BHF), CaixaBank, S.A. and ING Bank N.V. (in collaboration with Baader Bank AG) (collectively, the “Co-Bookrunners” and, together with the Joint Global Coordinators and the Senior Joint Bookrunners, the “Underwriters”) are acting exclusively for the Company and Digi Romania S.A. (the “Selling Shareholder”) and no one else in connection with the Offering, any other offering of securities or any other matter referred to in this Announcement. The Underwriters will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Offering or any other matters referred to in this Announcement and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients or for providing advice in relation to the Offering or any transaction, matter or arrangement referred to herein.

This Announcement should not be distributed, published or reproduced in whole or in part or disclosed by recipients and any such action may be restricted by law in certain jurisdictions. Persons receiving this Announcement should inform themselves about and observe any such restriction; failure to comply may violate securities laws of any such jurisdiction.

This Announcement may include “forward-looking” statements, including certain financial forecast information and targets of the Group as of and for the year ending December 31, 2026, and mid-term targets. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made, and are subject to change without notice.

Each of the Company, the Selling Shareholder and the Selling Shareholder’s direct controlling shareholder Digi Communications, N.V., RothschildCo España, S.A. (the “Financial Adviser”) and the Underwriters and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this Announcement whether as a result of new information, future developments or otherwise.

Barclays is regulated by the Central Bank of Ireland. Citigroup Global Markets Europe AG is regulated by the European Central Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The contents of this Announcement have been prepared by and are the sole responsibility of the Company. None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this Announcement and/or any such statement.

To the extent available, the industry, market and competitive position data contained in this Announcement are derived from official or third-party sources. Third-party industry publications, studies and surveys generally indicate that the data they contain have been obtained from sources believed to be reliable, but no representation is made as to the accuracy or completeness of such data. Although the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, neither the Company, the Selling Shareholder, the Financial Adviser, the Underwriters, any of their respective subsidiaries or affiliates, nor any of their respective directors, employees, advisers or agents has independently verified the data contained therein. Accordingly, undue reliance should not be placed on any industry, market or competitive position data contained in this Announcement.

In addition to financial information prepared in accordance with International Financial Reporting Standards ("IFRS"), this Announcement contains certain non-IFRS measures, which the Company considers to be alternative performance measures ("APMs") for the purposes of Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 and as defined in the European Securities and Markets Authority's Guidelines on Alternative Performance Measures of 5 October 2015 (ESMA/2015/1415). These APMs are performance measures that have been calculated using the Company's financial information but are not defined or detailed in the applicable financial reporting framework and therefore have not been audited and are not susceptible to audit in full. The APMs are used to provide a better understanding of the Company's results, but should be considered only as additional information and in no case as a substitute for financial information prepared in accordance with IFRS. In addition, the way in which the Company defines and calculates these APMs may differ from the way in which other companies using similar measures calculate them, and therefore they may not be comparable.

Information to distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EC on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”) and in Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”, together with the MiFID II Product Governance Requirements, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of qualified investors, as defined in MiFID II; (ii) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook (“COBS”) and (iii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of qualified investors. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares in the Offering. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares in the Offering (by either adopting the Target Market Assessment or redefining it under the MiFID II Product Governance Requirements) and determining appropriate distribution channels.