Digicel Announces The Issuance Of A Practice Statement Letter In Order To Propose A Scheme Of Arrangement For Digicel Group One Limited To Implement A Restructuring With The Consent Of More Than 98% Of Holders

KINGSTON, Jamaica, April 28, 2020 /PRNewswire/ -- Following overwhelming support from its debtholders for proposals (announced on 1 April, 2020) to reduce its debt and financing costs and extend its debt maturities, Digicel is now progressing the administrative processes necessary to implement those proposals.

To that end, Digicel Group One Limited ("DGL1" or the "Company") announces today that it has issued a practice statement letter (the "Practice Statement Letter") in order to propose a scheme of arrangement (the "Scheme") pursuant to section 99 of the Bermuda Companies Act 1981 (the "Act"). The Practice Statement Letter has been sent to The Depository Trust Company as the holder of DGL1's existing 8.250% Senior Notes due 2022 (the "Existing Notes") and is being transmitted to beneficial owners of the Existing Notes by Epiq Corporate Restructuring, LLC (the "Information Agent" or the "Tender Agent").

The Scheme enjoys the overwhelming support of more than 98% of the Scheme Creditors (as defined below) and if sanctioned, would effect a substantial deleveraging of the Company. To ensure a seamless transition, "light-touch" joint provisional liquidators will be appointed to oversee the Scheme and the Company's board of directors, who will remain in situ throughout. This process will have no impact on Digicel's day-to-day operations, on its staff, its suppliers, its customers or any aspect of its ongoing activities.

The purpose of the Practice Statement Letter is to inform each Scheme Creditor of:

a)  the Company's intention to promote the Scheme;

b)  the purpose that the Scheme is designed to achieve;

c)  the class composition of the Scheme Creditors for the purpose of voting on the Scheme at the Scheme Meeting; and

d)  the Company's intention to apply to the Supreme Court of Bermuda (the "Court") to seek an order convening a single meeting of the Scheme Creditors for the purpose of voting on the Scheme (the "Scheme Meeting").

This Scheme is the next step in the implementation of the Company's comprehensive restructuring plan, which was first announced on 1 April, 2020 when Digicel Group 0.5 Limited ("DGL0.5", a newly formed holding company that will own all of the Company's current subsidiaries and other assets and assume its liabilities upon consummation of the Scheme) commenced a tender offer (the "Tender Offer") to, among other things, exchange all of the Existing Notes for up to an aggregate principal amount of $941 million of newly issued secured notes due 2024 to be issued by DGL0.5 (the "New DGL0.5 Secured Notes").

As of the date of this press release, the Tender Offer has received overwhelming support from holders of the Existing Notes. Approximately 98% in aggregate principal amount of the Existing Notes have been tendered. When tendering Existing Notes pursuant to the Tender Offer, each holder of the Existing Notes was also required to deliver instructions for the Tender Agent, effective immediately, (a) to act as its true and lawful agent, attorney-in-fact and proxy with respect to the Existing Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), among other things, to take all steps necessary and execute all documentation necessary to cause such tendered Existing Notes to be assigned, transferred and exchanged and (b) in such capacity as proxy, to take all steps necessary and execute all documentation necessary to irrevocably vote in favour of the Scheme (including, if required, attending a meeting and voting on behalf of such tendered Existing Notes) with respect to the principal amount of such Existing Notes.

Accordingly, approximately 98% by value of the Scheme Creditors have irrevocably appointed the Tender Agent as their true and lawful agent, attorney-in-fact and proxy with the power to attend the Scheme Meeting and vote in favour of the Scheme on their behalf.

A person holding the ultimate economic and beneficial interest in the Existing Notes will be a scheme creditor for the purposes of the Scheme (a "Scheme Creditor"). As and when the Scheme becomes effective, the Scheme Creditors, amongst others, will be bound by the terms of the Scheme, regardless of whether they voted in favour of the Scheme (or at all).

The Court will only approve the terms and conditions of the Scheme after conducting a hearing upon the fairness of its terms and conditions, at which Scheme Creditors will have the right to appear, and if the Scheme is approved by Scheme Creditors (i) comprising at least a majority in number and (ii) holding at least 75% by value of the Existing Notes present and voting, whether in person or by proxy, at the Scheme Meeting.

The Company anticipates that a directions hearing will be held on 12 May, 2020 at 2:30 p.m. ADT at the Bermuda Supreme Court, Civil/Commercial Division, sitting at the Administration Building, 30 Parliament Street, Hamilton HM12, Bermuda (subject to court availability) (the "Convening Hearing"). Scheme Creditors will be notified in advance if there is a change to the proposed date of the Convening Hearing. At the Convening Hearing, the Court will be asked to give directions as to the convening of the Scheme Meeting.

In addition to the announcement of the Practice Statement Letter, the Company also announces today that it will seek the appointment of "light-touch" joint provisional liquidators to oversee the restructuring (the "JPLs"). The order seeking the JPLs' appointment specifically provides for the continuation of the business and management of the Company by the existing board of directors. The appointment of the JPLs will allow the Company to, among other things, obtain the benefit of the moratorium provided by section 167(4) of the Act, which will limit creditors' ability to pursue claims against the Company and enforce over its assets without Court approval.

Further details in relation to the Scheme are contained in the Practice Statement Letter. Questions in relation to the Practice Statement Letter may be directed by Scheme Creditors to the Information Agent:

Epiq Corporate Restructuring, LLC

Phone: +1 (866) 897-6433 (Toll-Free) or +1 (646) 282-2500 (International)
(ask for the Solicitation Group)
Email: [email protected] (with reference to "Digicel" in the subject line)

Disclaimer

This press release must be read in conjunction with the Practice Statement Letter. The Practice Statement Letter contains important information which should be read carefully before any decision is made with respect to the Scheme. No recommendation is being made as to whether holders of the Existing Notes should vote in favour of the Scheme. Any Scheme Creditor that is in doubt as to the contents of the Practice Statement Letter or the action they should take should seek their own advice immediately from an accountant, financial advisor, tax advisor or legal advisor.

No Offer or Solicitation

Nothing in this press release or in the Practice Statement Letter constitutes an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Existing Notes which are the subject of the Scheme, or the securities to be issued in the context of the Scheme have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction.

Neither this press release nor the Practice Statement Letter constitute an invitation to participate in the Scheme in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of the Practice Statement Letter in certain jurisdictions may be restricted by law. Persons into whose possession the Practice Statement Letter comes are required by each of the Company and the Information Agent to inform themselves about, and to observe, such restrictions.

Forward Looking Statements

This press release and the Practice Statement Letter 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

Digicel is a total communications and entertainment provider with operations in 32 markets in the Caribbean, Central America and Asia Pacific. After 18 years of operation, total investment to date stands at over US$6 billion worldwide.

Digicel also runs a host of community-based initiatives across its markets and has set up Digicel Foundations in Haiti, Jamaica, Papua New Guinea and Trinidad and Tobago which focus on educational, cultural and social development programmes.

Contact:                
Antonia Graham
Head of PR
T: +1 876 564 1708 (Jamaica)
[email protected]

SOURCE Digicel Group Limited