November 16, 2020 – Kingston, Jamaica -- Today, Digicel announces that the offer by the DGL0.5 Purpose Trust (the “Holding Trust”) to eligible Caribbean retail holders of DGL2 Limited (formerly known as Digicel Group Two Limited) notes (the “Eligible DGL2 Caribbean Retail Holders”) shall expire on 20 November 2020 and that the remaining notes held by the Holding Trust will be offered to eligible Caribbean retail holders of notes issued by DGL3 Limited (formerly known as Digicel Group Limited) (the “Eligible DGL3 Caribbean Retail Holders”) until December 15, 2020. To qualify as an Eligible DGL3 Caribbean Retail Holder, an individual must meet certain criteria including but not limited to being ordinarily resident and tax resident in the Caribbean and must have owned the applicable DGL3 notes continuously from January 9, 2019 onwards.
The Holding Trust was established immediately prior to the settlement of the 2020 exchange offer by Digicel Group Holdings Limited (formerly known as Digicel Group 0.5 Limited) in order to make an offer to Eligible DGL2 Caribbean Retail Holders for their outstanding notes issued by DGL2 Limited. The offer was to exchange the loan note issued by DGL2 Limited for notes issued by Digicel Group Holdings Limited. The offer to Eligible DGL2 Caribbean Retail Holders was extended on three separate occasions from September 30, 2020 to October 31, 2020 and from October 31, 2020 to November 15, 2020 and from November 15, 2020 to November 20, 2020, to facilitate maximum participation. To date, over 270 Eligible DGL2 Caribbean Retail Holders owning approximately US$ 4.3 million of notes issued by DGL2 Limited have accepted the offer by the Holding Trust.
During the course of the Holdings Trust’s offer to Eligible DGL2 Caribbean Retail Holders, Digicel became aware that some Eligible DGL3 Caribbean Retail Holders did not participate in a 2019 exchange offer made to DGL3 noteholders. Digicel is pleased to announce that from November 20, 2020 the remaining approximate US$10.8 million aggregate principal amount of notes issued by Digicel Group Holdings Limited and held by the Holding Trust will be offered to Eligible DGL3 Caribbean Retail Holders on the terms outlined below.
The maximum consideration offered to each Eligible DGL3 Caribbean Retail Holder will be the consideration that such a holder would have received had they participated in the 2019 exchange offer and had subsequently participated in the 2020 exchange offer, less the cash interest coupon paid on the relevant series of notes on March 30, 2020 and April 1, 2020.
Subject to proration as described below, each Eligible DGL3 Caribbean Retail Holder of the DGL3 Limited 8.250% Notes due 2020 may receive the following consideration per US$1,000 aggregate principal amount of notes validly tendered:
• US$260 Digicel Group Holdings Limited 8.000% Unsecured Notes due 2025; and
• US$47 Digicel Group Holdings Limited 7.000% Perpetual Convertible Notes.
Subject to the proration as described below, each Eligible DGL3 Caribbean Retail Holder of the DGL3 7.125% Notes due 2022 may receive the following consideration per US$1,000 aggregate principal amount of notes validly tendered:
• US$64 Digicel Group Holdings Limited 8.000% Unsecured Notes due 2025; and
• US$127 Digicel Group Holdings Limited 7.000% Perpetual Convertible Notes.
The consideration will be reduced pro rata among all participating Eligible DGL3 Caribbean Retail Holders to the extent that the total consideration payable to all Eligible DGL3 Caribbean Retail Holders would exceed the total amount of notes held by the Holding Trust. For the avoidance of doubt, Eligible DGL3 Caribbean Retail Holders should be aware that they may receive lower consideration than what is set out above if the pro rata mechanic is triggered.
Digicel encourages any Eligible DGL3 Caribbean Retail Holder who has owned DGL3 Limited notes since January 9, 2019 and are ordinarily resident and tax resident in the Caribbean, to contact their financial adviser to obtain the required application form from the Holding Trust. Contact should be made as soon as possible if Eligible DGL3 Caribbean Retail Holders intend to participate before the expiry of this offer on December 15, 2020.
Non-U.S. Offer
The offer by the Holding Trust is being made in certain Caribbean countries outside the United States only and no U.S. personsare eligible for this offer.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval.
Forward Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
About Digicel
As a Digital Operator, Digicel is in the business of delivering powerful digital experiences 1440 minutes of each day to customers – that’s every minute, all day, every day.
Through its world-class LTE and fibre networks, together with its suite of 8 apps spanning sports (SportsMax), music (D’Music), news (Loop), local radio and podcasts (GoLoud), TV streaming (PlayGo), enhanced messaging and marketplaces (BiP), cloud storage (Billo) and self-care (MyDigicel app), Digicel is the only operator in its markets that can deliver that.
Serving consumer and business customers in 32 markets in the Caribbean, Central America and Pacific, its investments of over US$7 billion and a commitment to its communities through its Digicel Foundations in Haiti, Jamaica, Papua New Guinea and Trinidad & Tobago have contributed to positive outcomes for over 3 million people to date.
With its Better Together brand, Digicel is making a promise of simply more to customers and communities and its 7,000 employees worldwide work together to make that a powerful reality day in, day out.
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