REG - Digital 9 Infrastr. - Directorate Changes and Company Update

Digital 9 InfrastructureAnnouncement

25/03/2024 07:00

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RNS Number : 0617I  Digital 9 Infrastructure PLC  25 March 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK'S
MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

25 March 2024

 

DIGITAL 9 INFRASTRUCTURE PLC

 

("D9" or the "Company" and, together with its subsidiaries, the "Group")

 

Directorate Changes and Company Update

 

Director Changes and Board Composition

 

The Company announces that the Board of D9 (the "Board") was informed by Brett
Miller and Richard Boléat on 23 March 2024 of their intentions to stand down
as Independent Non-Executive Directors of the Company, with immediate effect.

 

Accordingly, Aaron Le Cornu will assume the role of Independent Chair of the
Valuation Committee and Gailina Liew will assume the role of Independent
Chair of the Management Engagement Committee.

 

For the avoidance of doubt, Charlotte Valeur remains Interim Independent Chair
and Independent Chair of the Risk Committee, Gailina Liew remains Senior
Independent Director and Independent Chair of the Nomination Committee, and
Aaron Le Cornu remains Independent Chair of the Audit Committee. Gailina Liew
will also be appointed as a member of the Audit Committee.

 

The Board intends to initiate an independent external recruitment process
immediately for additional non-executive board director candidates to support
the future requirements of the Company and its shareholders.

 

The appointment of any additional non-executive director will be subject to
regulatory approval of the Jersey Financial Services Commission. The Company's
three current Independent Non-Executive Directors will stand for re-election
at the Company's upcoming AGM in May 2024.

 

Independent Review of Investment Management Arrangements

 

As announced on 29 January 2024, the Company advised the Investment Manager,
Triple Point Investment Management LLP ("Triple Point"), that, subject to any
required consents, it presently intends to give notice to terminate the
Investment Management Agreement ("IMA"), with any such notice of termination
to be issued no later than 31 March 2024. In line with the contractual terms,
the termination is expected to take effect on 31 March 2025.

 

Subject to shareholder approval today at the Company's General Meeting of the
new investment objective and investment policy and as outlined in the
Company's Circular on 28 February 2024, the Board is preparing for an orderly
wind-down of the Company. Liberum Capital Limited ("Liberum") has been engaged
as financial advisor to support the proposed wind-down process and to provide
the Board with an independent review of the investment management
arrangements. It will include evaluating the options of the Company (i)
continuing to be managed by Triple Point on different fee arrangements; (ii)
managed by a new investment manager, or (iii) becoming a self-managed
alternative investment fund, a proposal for which Brett Miller and Richard
Boléat had indicated would be provided to the Company.

 

Independent Valuation

 

Further to the Company Update on 28 February 2024, the Board is working with
the independent valuer to finalise the independent valuation which will guide
the Independent Non-Executive Directors' assessment of the fair value of the
Company's portfolio assets under IFRS. The Board intends to publish the
unaudited results of the independent valuation later this week.

 

Partial Repayment of the RCF

 

Following completion of the Verne Transaction on 15 March 2024, the Company
has now completed the previously announced £273.5 million repayment and
partial cancellation of the Revolving Credit Facility ("RCF").

 

As announced by the Company on 15 March 2024, around £23 million of the Verne
Global sale proceeds will be retained for prudent capital management to cover
for possible future liabilities arising from certain Value-Added Tax related
indemnification provisions. They will be available for additional RCF
repayment and cancellation if and when an insurance policy to cover these
potential future liabilities will be taken out. An additional RCF repayment
and cancellation will also be made upon receipt of the US$25 million
(approximately £19.5 million*) deferred consideration payment, which is
payable on the earlier of 15 business days after the date on which a new power
agreement is entered into and 26 April 2024 (the "Deferred Consideration").

 

* GBP amounts based on a 1.28 USD/GBP exchange rate as of 13 March 2024.

 

The person responsible for making this notification is Helen Richardson,
Company Secretary.

 

LEI: 213800OQLX64UNS38U92

 

ENDS.

 

Notes to Editors

 

Capitalised terms used but not defined in this announcement shall have the
same meaning as given in prior announcements by the Company.

 

Contacts

 

   Liberum Capital Limited (Financial Adviser)     +44 (0)203 100 2000

   Chris Clarke

   Darren Vickers

   Owen Matthews
   J.P. Morgan Cazenove (Joint Corporate Broker)   +44 (0)20 7742 4000

   William Simmonds

   Jérémie Birnbaum
   Peel Hunt (Joint Corporate Broker)              +44 (0) 20 7418 8900

   Luke Simpson

   Huw Jeremy
   FTI Consulting (Communications Adviser)         dgi9@fticonsulting.com (mailto:dgi9@fticonsulting.com)

   Mitch Barltrop                                  +44 (0) 7807 296 032

   Maxime Lopes                                    +44 (0) 7890 896 777

 

About Digital 9 Infrastructure plc

 

Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the
London Stock Exchange and a constituent of the FTSE All-Share, with the ticker
DGI9. The Company invests in the infrastructure of the internet that underpins
the world's digital economy: digital infrastructure.

 

The Investment Manager is Triple Point Investment Management LLP ("Triple
Point") which is authorised and regulated by the Financial Conduct Authority.
For more information on the Investment Manager please visit
www.triplepoint.co.uk (http://www.triplepoint.co.uk) . For more information,
please visit www.d9infrastructure.com (http://www.d9infrastructure.com) .

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