REG - Sixth Street Part. Digital 9 Infrastr. - Rule 2.8 Ann. - Intention not to make an offer

Digital 9 InfrastructureAnnouncement

14/07/2023 14:45

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RNS Number : 1186G  Sixth Street Partners LLC   14 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For Immediate Release
 
                              14 July 2023

 

 

 

Statement of intention not to make an offer for Digital 9 Infrastructure plc
("the Company")

 

Sixth Street Partners, LLC, on behalf of certain of its affiliated investment
funds or vehicles ("Sixth Street") and DGP Capital Management Limited ("DGP")
(together the "Consortium") note the recent market speculation regarding the
Company and confirm that they do not intend to make an offer for the Company.
Accordingly, except with the consent of the UK Panel on Takeovers and Mergers
(the "Takeover Panel"), the Consortium is bound by the restrictions under Rule
2.8 of the Code.

 

Under Note 2 on Rule 2.8 of the Code, the Consortium, reserves the right to
set aside the restrictions in Rule 2.8 of the Code in the following
circumstances:

 

i.    with the agreement or recommendation of the board of the Company;

ii.    following the announcement of a firm intention to make an offer for
the Company, by or on behalf of a third party;

iii.   following the announcement by the Company of a Rule 9 waiver proposal
(as described in Note 1 of the Notes on Dispensations from Rule 9) or a
reverse takeover (as defined in the Code); and/or

iv.   if there has been a material change of circumstances (as determined by
the Takeover Panel).

 

Enquiries:

 

RBC Capital
Markets
 
            +44 20 7653 4000

Alexander Thomas / Mark Preston / Paul Lim

 

MW&L
 
                                           +44 20 3642
6318

Julian Metherell / Keane Yarish

 

Torch
 
                                        +44 20 7227 8830

Thomas Roberts / Victor Dobre

 

Important Notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Disclaimer

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by
the Prudential Regulation Authority ("PRA") and regulated by the FCA and the
PRA in the United Kingdom, is acting exclusively for the Sixth Street and for
no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than the Consortium for providing the
protections afforded to its clients nor for providing advice in relation to a
possible offer or any other  matter referred to in this announcement.

 

MW&L Capital Partners Limited ("MW&L"), which is an Appointed
Representative of Khepri Advisers Limited, authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA") (Firm Reference
Number 692447), is acting exclusively for the Consortium and will not be
responsible to anyone other than the Consortium for providing the protections
afforded to its clients nor for providing advice in relation to a possible
offer or any other matter referred to in this announcement.

 

Torch Partners IB Limited ("Torch"), which is an appointed representative of
Torch Partners Corporate Finance Limited ("TPCFL") which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to the
Consortium and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the Consortium
for providing the protections afforded to clients of Torch nor for providing
advice in connection with the matters referred to herein. Neither Torch nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Torch in connection with this announcement, any statement contained
herein, the acquisition or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Torch by FSMA, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Torch nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with the Consortium or the matters described in this document. To
the fullest extent permitted by applicable law, Torch and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement contained
therein.

 

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