Tom Luxsox Coins

Tender Notes

Digicel Limited Commences Tender Offer and Consent Solicitation for Its 9.25% Senior Notes Due 2012

KINGSTON, JAMAICA--(Marketwire - November 23, 2009) - Digicel Limited ("Digicel" or the "Company") today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated November 23, 2009 (the "Offer to Purchase"), for any and all of its outstanding 9.25% senior notes due 2012 (the "Notes").

The Company is also soliciting consents to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify the redemption notice period from 30 days to three business days, and eliminate or modify related provisions contained in the indenture.

The tender offer documents more fully set forth the terms of the tender offer and consent solicitation.

The Notes and other information relating to the tender offer are listed in the table below:

CUSIP/ Title of Principal Tender Offer Consent Total
ISIN No. Security Amount Consider- Payment(2) Consider-
Outstanding ation(1) ation(1)
------------ -------- ------------- ------------ ---------- ----------
25380QAA7/ 9.25% $ 450,000,000 $ 1,020.00 $ 30.00 $ 1,050.00
USG27649AA34 Senior
Notes due
2012

(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid
interest, which will be paid in addition to the Total Consideration or
Tender Offer Consideration, as applicable.
(2) Per $1,000 principal amount of Notes tendered prior to the Consent Date
(as defined below).

Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on Monday, December 7, 2009, (the "Consent Date") shall receive a total consideration of $1,050.00 per $1,000 principal amount of Notes tendered, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders must validly tender and not validly withdraw their Notes at or prior to the Consent Date in order to be eligible to receive the total consideration (including the consent payment). Holders tendering their Notes after the Consent Date will receive the tender offer consideration of $1,020.00 per $1,000 principal amount of Notes tendered.

The Company will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on December 21, 2009, unless extended or earlier terminated by the Company (the "Expiration Date"). Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on December 7, 2009, unless extended by the Company (the "Withdrawal Date").

Holders may not tender their Notes without delivering their consents to the proposed amendments to the indenture and the Notes and may not deliver their consents without tendering their Notes pursuant to the tender offer. The proposed amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment. Any tender of the Notes prior to the Withdrawal Date may be validly withdrawn and consents may be validly revoked at any time prior to the Withdrawal Date, but not thereafter except to the extent we are required by law to provide withdrawal rights. Holders who tender Notes after the Withdrawal Date will not be entitled to receive the consent payment.

The Company has reserved the right to (and expects to) accept for purchase Notes tendered prior to the Withdrawal Date on a date prior to the Expiration Date (the "Early Settlement Date," expected to be December 8, 2009) all Notes then validly tendered. On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Early Settlement Date on the Notes accepted for purchase.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among other things, receipt of the requisite number of consents to the proposed amendments to the indenture and the Company's consummation of the new issuance of debt in aggregate principal amount of at least $500 million on or prior to the Early Settlement Date.

The Company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager and solicitation agent for the tender offer and the consent solicitation. Questions regarding the tender offer and the consent solicitation may be directed to 212-538-1862 (collect) or 800-820-1653. Requests for documents may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at 212-269-5550 (collect) or at 800-431-9643 (toll-free).

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offer and consent solicitation is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offer and consent solicitation.

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 of 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 Group

After eight years of operation, Digicel has 8.8 million customers across its Caribbean and Central American markets and is renowned for competitive rates, unbeatable coverage, superior customer care, a wide variety of products and services and state-of-the-art handsets. By offering innovative wireless services and community support, Digicel has become a leading brand in the Caribbean and has placed the region at the cutting-edge of wireless communications -- the company is also a recent entrant to the Central American and, through a sister company, Pacific markets.

Digicel is incorporated in Bermuda and now has operations in 26 markets in the Caribbean and Central America comprising of: Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda, Bonaire, the British Virgin Islands, the Cayman Islands, Curacao, Dominica, El Salvador, French Guiana, Grenada, Guadeloupe, Guyana, Haiti, Honduras, Jamaica, Martinique, Panama, St Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Suriname, Trinidad & Tobago and Turks & Caicos. The Caribbean company also has coverage in St. Martin and St. Barths.

Digicel Pacific, a sister company of Digicel, has operations in Fiji, Nauru, Papua New Guinea, Samoa, Tonga and Vanuatu.

In total, across its 32 markets, Digicel has 10.3 million subscribers.

Digicel is the lead sponsor of Caribbean and Central American sports teams, including the West Indies Cricket Team and Special Olympics teams throughout the region. Digicel is also title sponsor of the Digicel Caribbean Championships and the Copa de Naciones Digicel, which are the Caribbean and Central American qualifiers to the CONCACAF Gold Cup.

Visit www.digicelgroup.com for more information on Digicel.

About the Author

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