Digicel Group Limited Amends Denominations of 8.250% Senior Notes Due 2020 and 7.125% Senior Notes Due 2022 to Facilitate Participation in Exchange Offers

KINGSTON, Jamaica, December 20, 2018 /PRNewswire/ --

Digicel Group Limited ("Digicel") announced today that, to facilitate participation in the previously announced Exchange Offers (as defined in the Offering Memorandum), the Exchange Offers are being amended such that Digicel's outstanding 8.250% Senior Notes due 2020 (the "Existing 2020 Notes") and its outstanding 7.125% Senior Notes due 2022 (the "Existing 2022 Notes" and, together with the Existing 2020 Notes, the "Existing DGL Notes") may be tendered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. This change in the denominations of the Existing DGL Notes will be effective until settlement (or termination) of the Exchange Offers. The Exchange Offers are being conducted pursuant to a confidential offering memorandum dated August 31, 2018, as supplemented by Supplement No. 1 dated September 7, 2018, Supplement No. 2 dated December 3, 2018, and Supplement No. 3 dated December 12, 2018 (the "Offering Memorandum").

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For the avoidance of doubt, in the event proration is required with respect to Existing 2020 Notes, Digicel will multiply the principal amount of each valid tender of such Existing 2020 Notes by the applicable proration rate and round the resulting amount down to the nearest multiple of $1,000 principal amount, to determine the principal amount of such tender to be accepted. Depending on the aggregate principal amount tendered of such Existing 2020 Notes and the proration factor applied, if the principal amount of the Existing 2020 Notes to be returned to an Eligible Holder (as defined below) as a result of proration would result in less than $200,000 principal amount being returned to such Eligible Holder, Digicel, in its sole discretion, will either accept or reject all of such Eligible Holder's validly tendered Existing 2020 Notes.

The expiration date for each of the Exchange Offers remains unchanged at 11:59 p.m., New York City time, on December 21, 2018. All other terms and conditions of the Exchange Offers also remain unchanged.

As the Withdrawal Deadline (as defined in the Offering Memorandum) for each Exchange Offer has passed, holders may no longer withdraw Existing DGL Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Offering Memorandum.

Each Exchange Offer is a separate offer and, subject to applicable law, may be amended, extended, terminated or withdrawn, either as a whole, or with respect to one or more series of Existing DGL Notes, at any time and for any reason, including if any of the conditions described in the Offering Memorandum are not satisfied or waived by the applicable expiration date.

Documents relating to the Exchange Offers and Consent Solicitations (as defined in the Offering Memorandum) will only be distributed to holders of Existing DGL Notes who certify that they are (i) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) persons outside the United States that are not "U.S. persons" within the meaning of Regulation S under the Securities Act (such holders, "Eligible Holders"). The complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the Offering Memorandum and related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 470-3800 (U.S. toll-free), (212) 430-3774 (banks and brokers) or by emailing [email protected]. Holders of the Existing DGL Notes may also complete and submit a letter of eligibility online at http://gbsc-usa.com/eligibility/digicel.

Holders of the Existing Notes that are U.S. persons and not qualified institutional buyers will not be able to receive such documents, but Digicel Group Limited will make alternative arrangements available to ensure that they can participate in the Consent Solicitations on a comparable basis. Such holders should contact Digicel and, after furnishing proof of their status as non-qualified institutional buyers that are US persons, will receive information about arrangements available to them.

The New Notes (as defined in the Offering Memorandum) have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell, or the solicitation of tenders or consents with respect to, any securities, and is issued pursuant to Rule 135c under the Securities Act. The Exchange Offers and Consent Solicitations are being made only pursuant to the Offering Memorandum and related transmittal documents and only to such persons and in such jurisdictions as is permitted under applicable law.

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 
Digicel Group Limited is a limited liability exempted company incorporated under the laws of Bermuda and owned by Mr. Denis O'Brien.

Digicel Group is a total communications and entertainment provider with operations in 31 markets in the Caribbean, Central America and Asia Pacific. After 17 years of operation, total investment to date stands at over US$5 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
[email protected]
T: +1-876-564-1708 (Jamaica)

SOURCE Digicel Group Limited