Digicel Enters Binding Agreement to Sell Pacific Operations to Telstra

US$1.85bn Purchase Price Reflects Market and Network Strength and Future Growth Prospects

Digicel to Focus on 26 Caribbean & Latin American Markets

KINGSTON, Jamaica, Oct. 24, 2021 /PRNewswire/ -- Digicel Group Holdings Limited ("DGHL") is pleased to announce it has entered into an agreement to sell Digicel Pacific Limited ("DPL"), its wholly-owned subsidiary, to a subsidiary of the Australian telecommunications company Telstra Corporation Limited, valuing DPL at up to US$ 1.85 billion, inclusive of a three year, US$ 250 million earn-out and subject to customary post-closing adjustments. The transaction, which remains subject to customary government and regulatory approvals, is expected to complete in the first quarter of 2022.

DPL operates in six markets in the South Pacific including Papua New Guinea, Fiji, Samoa, Vanuatu, Tonga and Nauru. It recorded sales of approximately US$450 million and adjusted earnings before interest, tax, depreciation and amortisation ('Adjusted EBITDA') of approximately US$ 222^[1] million in the year ended March 31, 2021.

On completion Digicel will have no operational responsibility for the Pacific operations though customary transition services will be provided by DGHL for a short period.  There will be no change to the Digicel brand in the six markets and the current DPL management team will remain with and continue to lead the business delivering best in class telecommunications services to DPL's valued customers in the South Pacific. To facilitate a seamless transition, Denis O'Brien will join the Board of Directors of the newly formed holding company for DPL.

Commenting, Denis O'Brien, Digicel Founder and Chairman said: "Today's announcement is a tremendous testament to our colleagues across Digicel Group and in particular, our 1,700 staff in the Pacific. In 2006, we established a business in the South Pacific region that has helped democratise mobile communications and transform local economies and societies by making affordable best-in-class communications available to more than 10 million people across six of the most exciting markets in the South Pacific region.

"I am very pleased that today's agreement with Telstra, our very near neighbour in the Pacific, will further enhance DPL's infrastructure, data and call termination links with one of the largest and most reliable networks in Australia. I thank all of our colleagues in the South Pacific and beyond who have made today possible and I remain committed to ensuring a successful transition in my ongoing role as a director of the newly formed holding company for DPL.

"From a Digicel perspective, today marks a very successful realisation of a strategic investment following our entry in the South Pacific in 2006," Mr O'Brien added.

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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 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. 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.

[1] Financial information presented on an as-reported basis. FY21 Adjusted EBITDA excluding group recharges and other costs was US$233m.

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