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 Offering Price of € 5.60 per share for its IPO. The Offering Price implies, after the capital increase, a market capitalization of c. €1,662 million on completion of the Offering.  

The Offering remains subject to the approval by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”) of the prospectus in connection with the Offering and Admission (the “Prospectus”).

The Prospectus approval process is ongoing and will include full details on the Offering and its expected timetable. Once approved, the Prospectus will be available in the “Shareholders & Investors” section of the Company’s corporate website (www.digispain.es), and on the CNMV website (www.cnmv.es).

The offer period for the Offering is expected to commence following the approval of the Prospectus by the CNMV. 

Any acquisition of Shares should be made solely on the basis of the Prospectus approved by, and registered with, the CNMV. The approval of the Prospectus by the CNMV does not constitute an evaluation of the merits of the Offering.

As announced on June 29, 2026, 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 Communications N.V.

The Offering will also include a customary secondary over-allotment option of 15% of the base deal size. Following completion of the Offering, including any exercise of such over-allotment option, the Selling Shareholder will retain a shareholding of at least approximately 80% in the Company.

Key Offering Details

·        Offering Price set to € 5.60 per share, implying a market capitalization for the Company at IPO of approximately €1,662 million, after the capital increase

·        The Company is offering 26,800,000 newly issued Shares (the “New Offer Shares”), equivalent to approximately €150 million at the Offering Price

·        DIGI Romania is offering 24,500,000 existing Shares (the “Existing Offer Shares” and, together with the New Offer Shares, the “Initial Offer Shares”), equivalent to approximately €137 million at the Offering Price

·        The Offering will consist of a total 51,300,000 Initial Offer Shares, equivalent to approximately €287 million at the Offering Price

·        In addition, DIGI Romania will grant an option (the “Over-allotment Option”) to Barclays Bank Ireland PLC in its capacity as stabilizing manager (the “Stabilizing Manager”), on behalf of the Underwriters (as defined below), to acquire up to 7,695,000 additional Shares, representing 15% of the Initial Offer Shares, within 30 calendar days from the commencement of trading of the Shares on the Spanish Stock Exchanges

·        DIGI Spain has received a binding commitment from Global Portfolio Investments, S.L. for an investment of €100 million in the Offering

·        DIGI Spain, the Selling Shareholder and certain members of the Company’s senior management will agree to certain lock-up arrangements with the Underwriters during a period from the date on which the underwriting agreement is signed to and including 180 calendar days from Admission (in the case of the Company and the Selling Shareholder) and 360 days from Admission (in the case of the senior management team), in each case subject to certain customary exceptions or waiver by the Joint Global Coordinators

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”) 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. 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.

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.