DIGI Spain Telecom, S.A. Unipersonal (including its subsidiaries, “DIGI Spain” or the “Company”), the Spanish subsidiary of the DIGI Group, a European telecommunications group headed by DIGI Communications N.V. (“DIGI NV”, a company listed in the Bucharest stock exchange), today announces the registration and approval by the CNMV of the Prospectus in relation to the Offering. The Prospectus includes full details on the Offering and the specific timetable and supersedes any other prior announcement in connection with the Offering in its entirety. The Prospectus is available to investors on the website of the CNMV (www.cnmv.es) and DIGI Spain (www.digispain.es). The bookbuilding process will start on July 10, 2026.
As announced earlier today, the Offering will consist of a primary offering of newly issued Shares for a total amount of approximately €150 million, with approximately €134 million net proceeds to be used primarily to partially fund the Company’s growth initiatives, including potential strategic investments and capital expenditures, such as expanding the SMART Footprint with further fibre-to-the-home (“FTTH”) networks deployments and the roll-out of its mobile network, both through RAN sharing and owned mobile network, while maintaining a prudent leverage level. In addition, the Offering will include a secondary sale of existing shares for approximately €137 million by DIGI Romania S.A. (the “Selling Shareholder”), the Company’s sole shareholder, whose controlling shareholder is DIGI NV.
Following the Offering, the DIGI Group, headed by DIGI Communications N.V. (listed on the Bucharest Stock Exchange), will retain around 80% of the share capital and will keep control of the Company.
The Offering is backed by a leading Spanish investor, Global Portfolio Investments, S.L., the investment company of the Dominguez de la Maza family (Grupo Mayoral), which has signed a binding commitment to invest €100 million.
“Going public is an important milestone and the natural step for a company that has been growing in Spain for years. We are doing it faithful to our model, with our own network and competitive prices within everyone’s reach, and with the DIGI Communications Group as majority shareholder. Listing gives us more room to keep investing in fibre and mobile networks, without changing the way we have worked here since 2008,” said Marius Varzaru, CEO of DIGI Spain.
DIGI Spain operates as a fully convergent operator (mobile, fixed broadband, fixed telephony and pay-TV) with a vertically integrated model that internalises almost its entire value chain: it outsources less than 10% of its key activities, compared with more than 75% for its competitors. Since 2018 it has invested around €1.3 billion in the business, of which EUR 711 million it in its fibre network. It has kept its commitment not to raise its basic prices and automatically applies any improvement to its entire customer base, and has led customer satisfaction among the large Spanish operators since 2022.
DIGI Spain believes its SMART network is the most advanced residential fibre network in the country, with speeds of up to 10 Gbps, and in 2025 it completed its transition to a mobile network operator with its own network, holding its own spectrum and guaranteed access to Telefonica’s network at least until 2040.
In 2025, DIGI Spain reached revenues of around €929 million, with an average annual growth close to 20% since 2023, an adjusted EBITDA of about €175 million (up 52% versus 2023) and a return to profit, with a net income of €14 million. The momentum has continued in 2026: in the first quarter revenues grew 16.4% year-on-year, to €252.2 million. For the full year it expects revenues of between €1,040 and €1,085 million and capital expenditure of close to €400 million.
“Our growth is based on the SMART network, on its technology and on an operation staffed by our own employees, to offer a service that is competitive in quality and price, in a transparent and close way,” Varzaru added.
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Key Offering Data |
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Listing |
Spanish Stock Exchanges |
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Ticker |
DIGIS |
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ISIN |
ES0106043005 |
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Offering Price |
€ 5.60 per Share |
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Primary Offering |
c. €150 million / 26,800,000 New Offer Shares |
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Secondary Offering |
c. €137 million / 24,500,000 Existing Offer Shares |
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Initial Offering |
c. €287 million / 51,300,000 Initial Offer Shares |
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Overallotment Option |
Up to 7,695,000 Shares, equivalent to 15% of the Initial Offer Shares |
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Maximum Offer Size (including Overallotment Option) |
c. €330 million / 58,995,000 Shares |
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Expected Offering Timetable |
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Prospectus Approval & Publication |
July 9, 2026 |
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Commencement of Book-building |
July 10, 2026 |
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Finalization of Book-building |
July 14, 2026 |
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Allocations |
July 15, 2026 |
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Start of Trading and commencement of the Stabilization Period |
July 16, 2026 |
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Settlement Date |
July 17, 2026 |
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End of the Stabilization Period and of the Over-Allotment Option exercise period (no later than) |
August 15, 2026 |
Barclays Bank Ireland PLC, UBS Europe SE, Banco Santander, S.A. are acting as Joint Global Coordinators (collectively, the “Joint Global Coordinators”). BNP PARIBAS, and Citigroup Global Markets Europe AG as Senior Joint Bookrunners (collectively, the “Senior Joint Bookrunners”) and 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) as Co-Bookrunners (collectively, the “Co-Bookrunners”). The Joint Global Coordinators, the Senior Joint Bookrunners and the Co-Bookrunners are collectively known as the “Underwriters”.
RothschildCo España, S.A. is acting as sole independent financial adviser to DIGI Spain. Uría Menéndez Abogados, S.L.P., Weil, Gotshal & Manges LLP and Filip & Company are acting as legal advisers of DIGI Spain and the Selling Shareholder. Linklaters, S.L.P. is acting as the Underwriters’ legal counsel. CaixaBank, S.A. is acting as the agent bank of the Offering.
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”) approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”) on 9 July 2026 and published by the Company 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.
The Prospectus is 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.