Digicel completes sale of pacific operations to Telstra

KINGSTON, Jamaica – Digicel Group Holdings Limited ("DGHL" or "Digicel") is pleased to announce completion of the sale of Digicel Pacific Limited ("Digicel Pacific" or "DPL"), its wholly owned subsidiary, to a subsidiary of the Australian telecommunications company Telstra Corporation Limited, with funding from the Australian Government, through Export Finance Australia.

The transaction values Digicel Pacific at up to US$ 1.85 billion, inclusive of a three year, US$ 250 million earn-out, equating to approximately 8.3 times DPL's adjusted earnings before interest, tax, depreciation and amortisation of approximately US$ 222 million in the year ended March 31, 2021. A payment of US$ 1.6 billion, before deduction for customary working capital and other adjustments, is payable to DGHL upon closing of the transaction and Digicel expects to achieve the maximum earn out payment of US$ 50 million in respect of the first earn out period which is based on service revenue performance for the year ended March 31, 2022.

Digicel is also pleased to report that the Independent State of Papua New Guinea has agreed to enter into a binding international arbitration process to resolve the disputed one-time PGK 350 million (approximately US$ 99.4 million) exit tax and to waive a further PGK 50 million (approximately US$ 14.2 million) sought in respect of non-payment of the tax to date. As part of this process US$ 99.4 million has been placed in escrow on closing pending the outcome of the arbitration which will take place in Singapore.

Digicel Pacific operates in six markets in the South Pacific including Papua New Guinea, Fiji, Samoa, Vanuatu, Tonga and Nauru. There will be no change to the Digicel brand in the six markets and the current management team will remain with and continue to lead the business, delivering best in class telecommunications services to Digicel Pacific's valued customers through-out the region.

Commenting, Denis O'Brien, Digicel Founder and Chairman, said: "Having established our Pacific operations as a business start-up in 2005, we depart with enormous pride in a team that has made affordable best-in-class communications available to more than 10 million people across six of the most exciting economies in the region. I am deeply grateful to all our colleagues who contributed to this success and in particular, to our 1,700 staff in the Pacific who I know will continue to represent the Digicel brand with pride under new owners Telstra. We wish them every continued success for the future."

Commenting, Oliver Coughlan, Group Chief Executive, said: "Until 2020 I was privileged to serve as CEO of our Digicel Pacific operations over many years and to work with exceptional people at this highly performing, high growth business. They retain our appreciation and friendship. Post this transaction, Digicel is well positioned to support continuing growth in our well-invested networks in our 25 markets in the Caribbean and Central America."