DIGICEL COMPLETES SALE OF PACIFIC OPERATIONS TO TELSTRA

KINGSTON, Jamaica, July 14, 2022 /PRNewswire/ -- 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."

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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 25 markets in the Caribbean and Central America, its investments of over US$ 6 billion and a commitment to its communities through its Digicel Foundations in Haiti, Jamaica, 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 5,300 employees worldwide work together to make that a powerful reality day in, day out. Visit www.digicelgroup.com for more.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws of the United States. Certain other jurisdictions may have analogous concepts. Such forward-looking statements reflect, among other things, management's current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict.

Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any such forward-looking information, whether as a result of new information, future events or otherwise.

Other disclosure

Our debt securities are not registered with the SEC or any other securities regulator and are not listed with any exchange. We have no intention of registering the securities in the United States or listing them with any exchange.

Certain figures in this release, including financial data, are rounded. Accordingly, corresponding calculated figures, including totals and percentage changes, may not be an exact arithmetic presentation of the corresponding figures.

Regulation G

This release contains non-GAAP financial measures as defined by Regulation G of the rules of the Securities and Exchange Commission.

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SOURCE Digicel Group Limited

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