Invitel Holdings A/S Announces Successful Change in Ownership

  Invitel Holdings A/S Announces Successful Change in Ownership Structure and
  De-Leveraging of Cash-Pay Debt

Business Wire

NEW YORK -- November 02, 2009

Invitel Holdings A/S (NYSE Amex U.S.:IHO) (“Invitel”) announced today the
consummation of a series of transactions that will result in Mid Europa
Partners Limited (“Mid Europa”) becoming the controlling shareholder of
Invitel and a de-leveraging of the cash-pay debt of Invitel and its
subsidiaries (the “Invitel Group”). The closing of each of these transactions
was inter-conditional upon the closing of the other transactions. The series
of transactions included the following transactions:

TDC A/S (“TDC”) and Mid Europa announced today the consummation of the first
stage of the acquisition by Mid Europa of 10,799,782 Invitel shares held by
TDC (64.6% of the outstanding shares, TDC’s entire shareholding), for $1.00
per share (the “Share Acquisition”). Pursuant to the Share Acquisition, two
representatives from Mid Europa (Craig Butcher, Nikolaus Bethlen) have
replaced two directors on Invitel’s board of directors (Robert R. Dogonowski,
Carsten Dyrup Revsbech), and two additional Mid Europa representatives
(Thierry Baudon, Michael Krammer) will replace two additional Invitel
directors (Morten Bull Nielsen, Henrik Scheinemann) upon the consummation of
the second stage of the Share Acquisition. The second stage of the Share
Acquisition will close no later than March31, 2010. As a result of the
consummation of the first stage of the transaction, Mid Europa has become a
non-controlling shareholder of Invitel. Upon the completion of the second
stage of the transaction, Mid Europa will become a controlling shareholder of
Invitel.

In connection with the Share Acquisition, Mid Europa has purchased all of
TDC’s rights and obligations under a €34.1 million subordinated PIK loan (the
“Shareholder Loan”) which has been amended and restated to increase the loan
by an amount of up to €91.4 million, on terms substantially similar to the
existing loan, which will be used to finance certain activities of Magyar
Telecom B.V., a subsidiary of Invitel (“Magyar Telecom”). The additional funds
have been principally used by Magyar Telecom to fund the purchase, for cash
consideration of approximately €72 million, of approximately €85 million in
combined aggregate principal amount of its 10.75% Senior Notes due 2012 and
Senior Floating Rate Notes due 2013. Magyar Telecom also has used funds from
the Shareholder Loan to repay €10.7 million of its €32 million subordinated
term loan.

In addition, Hungarian Telecom Finance International Limited (the “Offeror”),
a company controlled by Mid Europa, announced today the closing of a tender
offer pursuant to which it purchased for cash €154,593,779 million
(approximately 87%) of the outstanding Floating Rate Senior PIK Notes due 2013
(ISIN: XS0271778671 (144A), XS0271777947 (Reg S)) (the “PIK Notes”) issued by
HTCC Holdco I B.V. (a subsidiary of Invitel). A concurrent consent
solicitation by HTCC Holdco I B.V. to certain proposed amendments to the
indenture governing the PIK Notes was also successfully consummated with such
amendments being reflected in an amended and restated indenture.

In connection with the series of transactions set out above, core lending
banks under the existing senior debt facility have confirmed their commitment
to Invitel by giving their consent to a number of amendments to certain terms
and covenants. A number of additional banks have provided financing under the
senior facility to secure funding for the Invitel Group going forward.

Credit Suisse Securities (Europe) Limited, BNP Paribas and Calyon have acted
as Joint Dealer Managers in connection with the tender offer. BNP Paribas and
Calyon have acted as Global Coordinators in connection with the senior and
subordinated loan facilities.

ABOUT INVITEL HOLDINGS A/S

Invitel Holdings A/S is the number one alternative and the second-largest
fixed line telecommunications and broadband internet services provider in the
Republic of Hungary. In addition to delivering voice, data and internet
services in Hungary, it is also a leading player in the Central and Eastern
European wholesale telecommunications market.

               Forward-Looking Statements and Legal Information

The information above includes forward-looking statements about the Invitel
Group. These and all forward-looking statements are only predictions of
current plans that are constantly under review by Invitel Holdings. Such
statements are qualified by important factors that may cause actual results to
differ from those contemplated, including those risk factors detailed from
time to time in Invitel Holdings’ U.S. Securities and Exchange Commission
(“SEC”) filings, which may not be exhaustive. For a discussion of such risk
factors, see Invitel Holdings’ filings with the SEC including, but not limited
to, its 2008 Annual Report on Form 20-F. Invitel Holdings operates in a
continually changing business environment, and new risk factors emerge from
time to time. Invitel Holdings cannot predict such new risk factors, nor can
it assess the impact, if any, of such new risk factors on its business or
events described in any forward-looking statements. Invitel Holdings has no
obligation to publicly update or revise any forward-looking statements to
reflect the occurrence of future events or circumstances.

This press release does not constitute or form a part of an offer of
securities for sale in the United States (including its territories and
possessions, any State of the United States and the District of Columbia).
Securities may not be offered or sold into the United States absent
registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, and the rules and regulations thereunder.

The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be a tender for any securities
referred to herein in any jurisdiction in which such offer to sell or
solicitation of an offer to buy or tender would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. The forwarding distribution and
reproduction of this press release may be restricted by law in certain
jurisdictions and persons into whose possession this press release or other
information referred to herein comes should inform themselves about and
observe any such restrictions.

                              Offer Restrictions

Belgium

Neither this press release nor any other documents or materials relating to
the PIK Notes Offer have been submitted to or will be submitted for approval
or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financière et des assurances/Commissie voor het Bank-,
Financie en Assurantiewezen) and, accordingly, the PIK Notes Offer may not be
made in Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of April 1, 2007 on public takeover bids and as defined in Article
3 of the Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated
markets (together the “Belgian Public Offer Law”), each as amended or replaced
from time to time. Accordingly, the PIK Notes Offer may not be advertised and
the PIK Notes Offer will not be extended, and neither this press release nor
any other documents or materials relating to the PIK Notes Offer (including
any memorandum, information circular, brochure or any similar documents) has
been or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than “qualified investors” as referred to in Article
10, of the Belgian Public Offer Law (as amended from time to time) acting on
their own account. Insofar as Belgium is concerned, this press release has
been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the PIK Notes Offer. Accordingly, the
information contained in this press release may not be used for any other
purpose or disclosed to any other person in Belgium.

France

The PIK Notes Offer is not being made, directly or indirectly, to the public
in the Republic of France (“France”). Neither this press release nor any other
document or material relating to the PIK Notes Offer have been or shall be
distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties
and/or (ii) qualified investors (Investisseurs Qualifiés) other than
individuals, in each case acting on their own account and all as defined in,
and in accordance with, Articles L.411-2 and D.411-1 of the French Code
Monétaire et Financier, are eligible to participate in the Offers.

This press release has not been and will not be submitted for clearance to the
Autorité des Marchés Financiers.

Italy

The PIK Notes Offer is not being made, directly or indirectly, in the Republic
of Italy (“Italy”). The PIK Notes Offer and this press release have not been
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, holders of PIK Notes are notified that, to the extent holders of
PIK Notes are located or resident in Italy, the PIK Notes Offer is not
available to them and they may not tender PIK Notes in the PIK Notes Offer
and, as such, any electronic instructions (as defined below) received from
such persons shall be ineffective and void, and neither this press release nor
any other documents or materials relating to the PIK Notes Offer or the PIK
Notes may be distributed or made available in Italy.

United Kingdom

The communication of this press release and any other documents or materials
relating to the PIK Notes Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial
Promotion Order”)) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.

General

This press release and any related documents do not constitute an offer to buy
or the solicitation of an offer to sell PIK Notes in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the PIK Notes Offer to be made by a
licensed broker or dealer, and a Dealer Manager or any of its affiliates is
such a licensed broker or dealer in such jurisdictions, the PIK Notes Offer
shall be deemed to be made by such Dealer Manager or such affiliate (as the
case may be) on behalf of the Offeror in such jurisdictions.

Each holder of PIK Notes participating in the PIK Notes Offer will also be
deemed to give certain representations in respect of the other jurisdictions
referred to above and generally as set out in the Statement. Any tender of PIK
Notes for purchase pursuant to the PIK Notes Offer from a holder of PIK Notes
that is unable to make these representations will not be accepted. Each of the
Offeror, the Dealer Managers and the tender agent reserve the right, in their
absolute discretion, to investigate, in relation to any tender of PIK Notes
for purchase pursuant to the PIK Notes Offer, whether any such representation
given by a holder of PIK Notes is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender shall not be accepted.

Contact:

Invitel Holdings A/S
Hungary:
Robert Bowker,Chief Financial Officer,(011) 361-801-1374
or
U.S.:
Peter T. Noone,General Counsel,206-654-0204
 
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