REG - Digital 9 Infrastr. - Shareholder Circular and Notice of General Meeting

Digital 9 InfrastructureAnnouncement

20/02/2026 07:00

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RNS Number : 7387T  Digital 9 Infrastructure PLC  20 February 2026

 

20 February 2026

 

DIGITAL 9 INFRASTRUCTURE PLC

 

("D9" or the "Company")

 

Publication of Shareholder Circular and Notice of General Meeting

 

Digital 9 Infrastructure plc announces that it has today published a
shareholder circular (the "Circular") incorporating a Notice of General
Meeting ("GM") in connection with the implementation of a Compulsory
Redemption mechanism to facilitate future returns of cash to Shareholders as
part of the Managed Wind-Down of the Company.

 

The Circular explains the specific changes required to implement the Company's
proposed Compulsory Redemption mechanism, including:

 

 ·         the adoption of new Articles of Association (the "Revised Articles") to allow
           the Company to return cash by way of compulsory redemptions of Ordinary Shares
           by converting the existing Ordinary Shares into redeemable shares. Ordinary
           Shares will be compulsorily redeemed from all Shareholders pro rata to their
           existing holdings of Ordinary Shares on the relevant Redemption Record Date;
           and

 ·         the operation of the Compulsory Redemption mechanism, including how the
           relevant percentage of Ordinary Shares to be redeemed, the Redemption Price
           and timetable for any Compulsory Redemption will be set and notified.

 

The Circular also includes the Notice convening the GM at which Shareholder
approval will be sought to adopt the Revised Articles.

 

Terms not otherwise defined in this announcement shall have the meanings given
to them in the Circular.

 

The Circular has been posted or electronically distributed to Shareholders in
accordance with the Company's established communication procedures, and is
also available on the Company's website. Printed copies have been sent to
those Shareholders who require physical communications, consistent with the
Registrar's confirmed distribution process.

 

Background and Purpose

The proposed Compulsory Redemption mechanism provides a flexible and orderly
framework to return cash to Shareholders as asset realisations are completed,
while ensuring that the Company maintains sufficient working capital and
solvency headroom at all times. The Directors may only authorise a Compulsory
Redemption if they are satisfied on reasonable grounds that, immediately after
such Compulsory Redemption is made, the Company would satisfy the statutory
solvency test under Jersey law. The Company would satisfy the solvency test if
the Company will be able to discharge its liabilities as they fall due a)
immediately after the applicable Compulsory Redemption and b) for the twelve
months following the relevant Redemption Date (or until the Company is
dissolved if sooner).

 

The Compulsory Redemption mechanism reflects the Company's current corporate
strategy and continues the progression of the Managed Wind-Down highlighted in
prior Company updates. The Company intends to maintain its London Stock
Exchange listing for as long as practicable during the Managed Wind‑Down,
subject to continued compliance with the applicable UK Listing Rules,
including maintaining an adequate free float.

 

Expected Timing of Compulsory Redemption

The first Compulsory Redemption is expected to take place in late April 2026,
following completion of the Company's year‑end process, with the precise
timetable confirmed in the Redemption Announcement.

 

As set out in the Circular, the Redemption Price for any Compulsory Redemption
will be determined by the Board at the time of the Redemption Announcement and
will be set at a small premium to the prevailing market price, and in any
event will not exceed the NAV per Ordinary Share.

 

The Company will announce the detailed timetable for the first Compulsory
Redemption as soon as reasonably practicable - including the Redemption Price,
Redemption Record Date, Redemption Date, ISIN transition and payment date.

 

Each Compulsory Redemption will involve the disabling of the existing ISIN and
the activation of a new ISIN for the remaining Ordinary Shares, with CREST
processing the associated transformations automatically, as further described
in the Circular.

 

Subject as provided in the Circular, redemptions effected under this mechanism
should generally be treated as giving rise to a disposal for UK capital gains
taxation for most UK Shareholders, subject to individual circumstances.

 

General Meeting

The GM will be held on 12 March 2026 at 9am at the offices of Stephenson
Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Shareholders are encouraged
to submit proxy votes ahead of the published proxy deadline, details of which
are set out in the Circular and on the Company's website.

 

Availability of Documents

The Circular (incorporating the Notice of GM) and the Revised Articles are
available to view on the Company's website at: www.d9infrastructure.com
(http://www.d9infrastructure.com) and will be submitted to the National
Storage Mechanism for inspection shortly after publication.

 

Shareholders should refer to the Circular for important information on UK tax
considerations relating to the Compulsory Redemption mechanism and are
encouraged to seek independent tax advice.

 

ENDS.

 

 

 

 

 

 

Contacts

 

 Digital 9 Infrastructure plc                                via FTI Consulting

 Eric Sanderson
 InfraRed Capital Partners Limited                           +44 (0) 207 484 1751

 James O'Halloran

 Mohammed Zaheer
 Panmure Liberum Limited (Financial Adviser to the Company)  +44 (0) 203 100 2222

 Chris Clarke

 Darren Vickers
 J.P. Morgan Cazenove (Corporate Broker)                     +44 (0) 20 7742 4000

 William Simmonds

 FTI Consulting                                              dgi9@fticonsulting.com (mailto:dgi9@fticonsulting.com)

 (Communications Adviser)                                    +44 (0) 7807 296 032

 Mitch Barltrop                                              +44 (0) 7890 896 777

 Maxime Lopes

 

LEI Code: 213800OQLX64UNS38U92

 

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's investment objective is to undertake a Managed Wind-Down
of the Company and realise all remaining assets in the Company's portfolio in
an orderly manner. For more information, please
visit www.d9infrastructure.com (http://www.d9infrastructure.com/) .

 

About InfraRed Capital Partners (Investment Manager to D9 appointed to effect
the Managed Wind-Down)

 

InfraRed was appointed in an advisory position on 11 October 2024 and AIFM on
11 December 2024 to effect the Managed Wind-Down of D9.

 

InfraRed manages US$13bn of equity capital for investors around the globe, in
listed and private funds across both core and value-add strategies. InfraRed
combines a global reach, operating worldwide from offices in London, Madrid,
New York, Sydney and Seoul, with deep sector expertise from a team of more
than 160 people. InfraRed is part of SLC Management, the institutional
alternatives and traditional asset management business of Sun Life, and
benefits from its scale and global platform.

 

Further details can be found on InfraRed's website www.ircp.com
(http://www.ircp.com/) .

 

 

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