REG - Cordiant Digital Inf - EGM Notice & Proposed Admission to Official List

Cordiant Digital InfrastructureAnnouncement

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RNS Number : 0303A  Cordiant Digital Infrastructure Ltd  10 April 2026

LEI: 213800T8RBBWZQ7FTF84

 

 

10 April 2026

 

Cordiant Digital Infrastructure Limited

 

Publication of Circular and Notice of Extraordinary General Meeting in
connection with the proposed admission of the Company's Ordinary Shares to the
Official List

 

Further to the announcement made on 4 March 2026, Cordiant Digital
Infrastructure Limited (the "Company") has today published a circular and
notice (the "Circular") of an Extraordinary General Meeting ("EGM") in
connection with the proposed amendments to the Company's articles of
incorporation ("Existing Articles") and the Company's investment policy in
connection with the proposed admission of the Company's ordinary shares of no
par value in the capital of the Company ("Ordinary Shares") to the
closed-ended investment funds category of the Financial Conduct Authority's
Official List (the "CEIF Category") and to trading on the Main Market for
listed securities of the London Stock Exchange (together, "Admission").

 

Details of the Proposals

The Board considers Admission to be an important step in the next stage of the
Company's development. It has always been the ambition of the Board and the
Investment Manager to transition the Ordinary Shares from the Specialist Fund
Segment to the Official List and Admission is expected to have the following
material benefits:

 ·         the Company will have access to a potentially larger pool of capital which may
           improve the liquidity of the Ordinary Shares on the secondary market;
 ·         the listing on the Official List (and the Ordinary Shares migrating from the
           Specialist Fund Segment to the Main Market for listed securities) is expected
           to broaden the appeal of the Company to a wider range of investors,
           particularly retail investors; and
 ·         the Company's market capitalisation means that the Company should be eligible
           for inclusion in the FTSE 250 index which should require all FTSE 250 tracker
           funds to acquire Ordinary Shares in the secondary market to track the
           Company's weighting within the index. If successful, the inclusion of the
           Company within the FTSE 250 would be announced on 3 June 2026 with index
           inclusion taking effect on 22 June 2026.

Prior to Admission, the Company has, whilst the Ordinary Shares have been
admitted to trading on the Specialist Fund Segment, complied on a voluntary
basis with certain provisions of the UK Listing Rules. Following Admission,
the Company will be required to comply in full with the applicable provisions
of the UK Listing Rules, including in relation to transactions with related
parties, financial reporting, contents of shareholder circulars and other
continuing obligations.

 

Amendments to the Investment Policy

As noted above, Admission will be subject to the adoption by the Company of a
revised investment policy (the "Amended Investment Policy").

 

The proposed amendments to the Company's current investment policy have been
designed to make the Company's investment approach easier to understand and to
satisfy certain eligibility requirements of the FCA, as well as making certain
non-material amendments to make sure that the Amended Investment Policy exists
as a self-contained, stand-alone document.  For the avoidance of doubt, none
of the changes proposed in the Amended Investment Policy will alter the way in
which the portfolio is managed by the Investment Manager.

 

The principal changes made in the Amended Investment Policy are as follows:

 ·         a recognition that the Group's digital infrastructure assets are, and will be,
           held through operating businesses which generally have their own management
           teams (defined as "Platforms"). This more accurately reflects the way in which
           the Company's portfolio is presented and reported on in the Company's
           financial statements;
 ·         a confirmation that the Company will invest and manage its assets with the
           objective of spreading risk, in line with the requirements of the UK Listing
           Rules;
 ·         the implementation of a single Platform-level investment restriction of 35 per
           cent. of Gross Asset Value. This investment restriction, however, will not
           apply to the Company's investment in either CRA or Emitel, although the
           Company will commit that any future investment by the Company into either CRA
           or Emitel, whilst such Platform individually represents in excess of 35 per
           cent. of Gross Asset Value (measured at the time of such proposed further
           investment), will only occur in exceptional circumstances, where the Company's
           independent Board and the Investment Manager consider such further investment
           to be in the best interests of shareholders;
 ·         the expansion of the Company's core investment geographies to include
           Switzerland, Australia and New Zealand. This means that the Company will be
           restricted from investing more than 15 per cent. of Gross Asset Value, in
           aggregate, in Platforms located in countries outside the United Kingdom, the
           EEA, the United States of America, Canada, Switzerland, Australia and New
           Zealand; and
 ·         in the unlikely circumstances where the Company invests in listed entities,
           the standard investment restrictions will not apply to the investment in the
           listed entity and instead, no single listed investment will account for more
           than 20 per cent of Gross Asset Value.

 

The full text of the Amended Investment Policy, marked to show the changes
proposed to be made against the Company's current investment policy, is set
out in Part 2 of the Circular.

 

Amendments to the Articles

In connection with Admission, the Company is proposing to make certain
non-material changes to its Articles to update certain references and
definitions in the Articles in line with the current iteration of the UK
Listing Rules which have been amended since the original Articles were adopted
on the Company's IPO in 2021.

In addition, as announced on 2 March 2026, the Company has now completed the
final redemption and cancellation of all remaining Subscription Shares and is
therefore proposing to take the opportunity to remove all of the now redundant
provisions relating to the Subscription Shares from the Articles.

Resolution 2 to be proposed at the EGM will therefore propose the adoption of
amended Articles to implement the above changes.

A copy of the proposed revised Articles, marked to show the changes proposed
to be made, is available to view on the Company's website at
www.cordiantdigitaltrust.com (http://www.cordiantdigitaltrust.com) .

 

Extraordinary General Meeting

The adoption of the Amended Investment Policy and the amended Articles require
an EGM of the Company to be held.  The notice convening the EGM to be held at
the offices of Cordiant Digital Infrastructure Management LLP, First Floor, 63
St James's Street, London, SW1A 1LY at 10.30 a.m. on 27 April 2026 is set out
in the Circular.

 

Expected Timetable

 

 Circular sent to Shareholders                                        13 April 2026
 Latest time and date for receipt of Forms of Proxy and CREST voting  10.30 a.m. on 23 April 2026
 instructions for the EGM
 EGM                                                                  10.30 a.m. on 27 April 2026
 Announcement of results of the EGM                                   27 April 2026
 Admission of the Ordinary Shares to the Official List                8.00 a.m. on 30 April 2026

 

A copy of the Circular and Form of Proxy have been submitted to the National
Storage Mechanism and will be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Circular and the Form of Proxy will be despatched to shareholders and/or
may also be viewed on the Company's website at:

www.cordiantdigitaltrust.com/investors/circulars-documents/
(http://www.cordiantdigitaltrust.com/investors/circulars-documents/)

 

Capitalised terms shall have the meanings attributed to them in the Circular
unless otherwise defined in this announcement.

 

Contacts

For further information, please contact:

 

 Cordiant Capital Inc                            +44 (0)20 3814 5939

 Investment Manager
 Cordiant Digital Infrastructure Management LLP  CordiantDigitalTrust@cordiantcap.com

 Stephen Foss, Managing Director

 Aztec Financial Services (Guernsey) Limited     +44 (0)1481 749700

 Company Secretary and Administrator             cord@aztecgroup.co.uk

 Chris Copperwaite/ Magdala Mullegadoo

 Investec Bank plc                               +44 (0)20 7597  4000

 Sole Sponsor and joint corporate broker

 Lucy Lewis

 Tom Skinner
 Deutsche Numis                                  +44 (0) 20 7260 1000

 Joint Corporate Broker

 Hugh Jonathan/George Shiel

 Celicourt                                       +44 (0)20 7770 6424

 Financial Communications Adviser                 CDI@celicourt.uk

 Philip Dennis

 Charles Denley-Myerson

 

Notes to Editors:

 

About the Company

Cordiant Digital Infrastructure Limited primarily invests in the core
infrastructure of the digital economy: data centres; fibre-optic networks;
telecommunications and broadcast towers - in Europe and North America.
Further details about the Company can be found on its website
at www.cordiantdigitaltrust.com (http://www.cordiantdigitaltrust.com/) .

The Company is a sector-focused specialist owner and operator of Digital
Infrastructure, listed on the London Stock Exchange under the ticker CORD. In
total, the Company has successfully raised £795 million in equity, along with
a €375 million debt package, comprising a €200 million Eurobond and €175
million of committed capex and revolving facilities, deploying capital into
six acquisitions: CRA, Hudson, Emitel, Speed Fibre, Belgian Tower Company and
Datacentre United, which together offer stable, often index-linked income, and
the opportunity for growth, in line with the Company's Buy, Build & Grow
model.

About the Investment Manager

Cordiant Capital Inc (Cordiant) is a specialist global infrastructure and real
assets manager with a sector-led approach to providing growth capital
solutions to promising mid-sized companies in Europe, North America and
selected global markets. Since the firm's relaunch in 2016, Cordiant, a
partner-owned and partner-run firm, has developed a track record of exceeding
mandated investment targets for its clients.

Cordiant focuses on the next generation of infrastructure and real assets;
sectors (digital infrastructure, energy transition infrastructure and the
agriculture value chain) characterised by growth tailwinds and technological
dynamism. It also applies a strong sustainability and ESG overlay to its
investment activities.

With a mix of managed funds offering both value-add and core strategies in
equity and direct lending, Cordiant's sector investment teams (combining
experienced industry executives with traditional private capital investors)
work with investee companies to develop innovative, tailored financing
solutions backed by a comprehensive understanding of the sector and
demonstrated operating capabilities. In this way, Cordiant aims to provide
value to investors seeking to complement existing infrastructure equity and
infrastructure debt allocations.

The Investment Manager's Digital Infrastructure team (Cordiant Digital
Infrastructure Management) was co-founded by Steven Marshall, formerly
President at American Towers Corporation (NYSE: AMT), who chairs all the major
portfolio companies. The team consists of 22 professionals, who bring
considerable hands‑on investing and operating expertise to its investment
approach. This investing strategy can be summarised as acquiring and expanding
cash-flowing Digital Infrastructure platforms across Europe and in North
America.

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