The transactions that closed today include the following :

• The acquisition by Mid Europa from TDC A/S (“TDC”) of approximately 32.3% equity stake in Invitel and the delivery in escrow of the purchase price of TDC’s remaining 32.3% equity stake in Invitel, the acquisition of which will be completed upon receipt of competition approval by the Serbian competition authority;  

• Hungarian Telecom Finance International Limited (the “Offeror”), a company controlled by Mid Europa, completed the purchase for cash, in a tender offer, of approximately 87% of the outstanding aggregate principal amount of the €125m Floating Rate Senior PIK Notes due 2013 (ISIN: XS0271778671 (144A), XS0271777947 (Reg S)) (the “PIK Notes”) issued by HTCC Holdco I B.V., (the “PIK Notes Offer”) and a concurrent consent solicitation by HTCC Holdco I B.V. a wholly owned subsidiary of Invitel, to effect certain proposed amendments to the indenture governing the PIK Notes. Holders of PIK Notes who validly tendered their PIK Notes prior to the early tender date received €550 per €1,000 of principal amount of PIK Notes tendered, while holders of PIK Notes that validly tendered PIK Notes after the early tender date and prior to the expiration date received €500 per €1,000 of principal amount of PIK Notes tendered and, in each case, accrued interest;

• In connection with the transactions, Mid Europa purchased all of TDC’s rights and obligations under a €34.1 million subordinated PIK loan (“Shareholder Loan”) which was further amended and restated to increase the loan by an additional amount of approximately €91.4 million, on substantially similar terms

• The repayment by Magyar B.V. of €10.7m out of €32m subordinated term loan funded by Mid Europa shareholder loan;

• In connection with the contemplated series of transactions set out above, core lending banks under the existing €165 million senior debt facility confirmed their commitment to Invitel, and furthermore provided 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 Invitel going forward.

Credit Suisse Securities (Europe) Limited (“Credit Suisse”), BNP Paribas and Calyon acted as Joint Dealer Managers in connection with the PIK Notes Offer (the “Dealer Managers”). Credit Suisse and Lazard acted as joint financial advisors to Mid Europa in connection with the transactions. Shearman & Sterling LLP acted as legal advisor to Mid Europa. BNP Paribas and Calyon act as Senior & Subordinated Debt Global Coordinators.

ABOUT INVITEL HOLDINGS A/S
Invitel Holdings A/S, formerly Hungarian Telephone and Cable Corp., operating under the Invitel brand name, is the number one alternative and the second-largest fixed line telecommunications and broadband Internet Services Provider in the Republic of Hungary with more than 1 million customers in 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.

ABOUT MID EUROPA PARTNERS

Mid Europa Partners is a leading independent private equity firm focused on Central and Eastern Europe. Operating from London, Budapest and Warsaw, Mid Europa Partners advises and manages funds with asset value of approximately €3.2 billion. The Mid Europa Partners team has been investing in Central and Eastern Europe since 1999.

For further information please contact:

Mid Europa Partners: 
Craig Butcher
+36 (1) 411 1270
Citigate:

David Westover/Agnès Riousse
+44 (0) 20 7638 9571

LEGAL NOTICES

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 has 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 have 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 "Procedures for Tendering Notes and Delivering  Consents". 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.