REG - Digital 9 Infrastr. - Verne Global Earn‑Out and Compulsory Redemption

Digital 9 InfrastructureAnnouncement

Today 08:31

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260402:nRSB2435Za&default-theme=true

RNS Number : 2435Z  Digital 9 Infrastructure PLC  02 April 2026

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

 

2 April 2026

 

DIGITAL 9 INFRASTRUCTURE PLC

 

("D9" or the "Company")

 

Settlement of Verne Global Earn‑Out and Update on Compulsory Redemption

 

The Company has entered into an agreement and will receive cash proceeds of
£10 million from a settlement of the earn-out ("Earn-Out") associated with
the Company's sale of Verne Global ("Verne") to Ardian (together, the
"Settlement"). The proceeds will be reflected in the Company's valuation of
the Earn Out in the 2025 year-end financial statements, following a £Nil
valuation of the Verne earn-out as at 30 June 2025.

 

Receipt of the proceeds, together with proceeds from previous disposals, is
expected to result in a Compulsory Redemption of Ordinary Shares ("Compulsory
Redemption") in late April 2026 equivalent to approximately 3.5 pence per
share.

 

Background to the Earn Out

As disclosed at the time of the Verne sale in March 2024, the Earn-Out
mechanism provided for a maximum payment of $135 million in 2027, the
equivalent of approximately £106m at the time of completion, and was
contingent on Verne achieving a defined FY 2026 run-rate EBITDA target (the
"Target").

The Target was agreed to be calculated using a defined earn-out perimeter as
set out in the Share Purchase Agreement ("SPA") and based on the original
business plan provided to all potential purchasers at the time of the sale
process. The perimeter:

·    included only assets located at Verne's existing sites at the time of
the sale by D9 - Keflavík (Iceland), London (United Kingdom) and Vantaa
(Finland);

·    explicitly excluded new greenfield developments initiated after the
sale under new ownership, where not contemplated in the original business
plan, such as projects in Finland, Norway, Denmark or France; and

·    afforded the Buyer broad discretion over operational and investment
decisions.

The Earn-Out was structured on a proportional sliding scale, with no payment
due if FY 2026 run-rate EBITDA fell below 80% of the Target, and 100% payable
only if the Target was fully achieved. Following the disposal of certain
Finnish assets by Verne in March 2026, the Earn-Out Target was adjusted from
$120 million to $115 million to reflect the reduced perimeter.

 

Outcome of D9's Review

The Company performed detailed legal, commercial, financial and technical due
diligence to assess the Earn‑Out's achievability and the £10m early
settlement proposal, which followed an extended period of engagement and
negotiation between D9 and Ardian. As part of this process, and as a condition
to progressing discussions, D9 negotiated access to additional information for
the purposes of its assessment and analysed the projected FY 2026 performance
of the assets within the defined perimeter.

Based on this diligence, the Company concluded that the Earn-Out was highly
unlikely to pay out under the contractual mechanism, primarily because of the
materially reduced delivery of capacity versus the original business plan at
the Keflavík site due to localised power constraints. Consequently, the
ability to contract new business for the perimeter sites within the Earn-Out
period was limited.

Rationale for Settlement

The Settlement provides D9 and Ardian with a clear and certain crystallisation
of value at an agreed level and represents a pragmatic and mutually beneficial
resolution for both parties. For Ardian-backed Verne, early settlement
releases capital reserved in respect of the maximum earn-out amount,
supporting the next stage of Verne's development.

 

Compulsory Redemption

At a General Meeting on 12 March 2026, shareholders adopted the proposed
revised articles of association to facilitate the return of cash to
shareholders by way of Compulsory Redemption.

 

As disclosed on 20 February 2026, the Compulsory Redemption is expected to
take place in late April 2026, following completion of the Company's
year‑end process. Receipt of the £10 million Settlement proceeds is
expected to result in a Compulsory Redemption equivalent to approximately 3.5
pence per share. The detailed timetable, including the Redemption Price,
Record Date, Redemption Date, ISIN transition and payment date, will be
confirmed in the Redemption Announcement.

 

 

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 (Communications Adviser)                                                                                     dgi9@fticonsulting.com (mailto:dgi9@fticonsulting.com)

 Mitch Barltrop                                                                                                              +44 (0) 7807 296 032

 Maxime Lopes                                                                                                                +44 (0) 7890 896 777

 

LEI Code: 213800OQLX64UNS38U92

The person responsible for arranging the release of this announcement on
behalf of the Company is Uloma Adighibe of Hanway Advisory Limited, the
Delegated Company Secretary

 

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/) .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGRGDSIDGDGLD



            Copyright 2019 Regulatory News Service, all rights reserved