Directorate Changes and Board Composition

Digital 9 Infrastructure PLC

14 December 2023

 

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.

14 December 2023

DIGITAL 9 INFRASTRUCTURE PLC

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

Directorate Changes and Board Composition

The Board of Directors of Digital 9 Infrastructure plc (the "Board") is pleased to announce the appointments of Mr. Richard Boléat and Mr. Brett Miller as Independent Non-Executive Directors of the Company.

The appointments conclude the independent recruitment process for independent directors with complementary skillsets and experience to support the Board in progressing the Company's Strategic Review (the "Strategic Review"), initiated on 27 November 2023.

Richard is a seasoned corporate governance and investment management professional and has held several investment company directorships. Brett has wide ranging closed end fund and investment trust/investment company experience both as an investor and in managing or serving on boards of closed ended funds.

Richard and Brett's appointments are subject to the approval of the Jersey Financial Services Commission ("JFSC") which is expected in due course.

Board Composition

Following an assessment of the skills and experience that may be required for the Company to progress the Strategic Review, the Board also announces that Phil Jordan and Lisa Harrington have decided to step down from their respective roles as Independent Chair and Senior Independent Director of the Company with immediate effect. As a result, the Board has reviewed its composition and has made the following changes:

·    Ms. Charlotte Valeur is appointed Interim Independent Chair and will remain as Independent Chair of the Risk Committee.

·  Ms. Gailina Liew is appointed Senior Independent Director and Independent Chair of the Nomination Committee.

·  Mr. Keith Mansfield and Mr. Aaron Le Cornu remain Independent Chairs of the Audit and Management Engagement Committees, respectively.

·  Mr. Richard Boléat is appointed member of the Audit, Risk and Management Engagement Committees, following JSFC approval.

·    Mr. Brett Miller is appointed member of the Nomination and Management Engagement Committees, following JFSC approval.

With Richard and Brett's additional oversight, and with the support of its financial and legal advisers, the Board intends to provide an update on the Strategic Review in early 2024. The Company's investment manager, Triple Point Investment Management LLP, has informed the Board that the sale of Verne Global is on track to complete by the end of Q1 2024.

The Board intends to appoint a permanent Independent Chair by the time of the Company's next Annual General Meeting ("AGM") in May 2024. All Independent Non-Executive Directors will also be subject to customary shareholder approval at the Company's AGM.

Charlotte Valeur, Interim Independent Chair, said: "We are pleased to welcome Richard and Brett to the Board. Both bring considerable investment company and corporate finance experience as complementary expertise to the Board, which will support us in progressing the Company's Strategic Review. On the Board's behalf, I would like to thank Lisa for her contribution and commitment to Digital 9 and Phil for his invaluable leadership of the Board during a critical period for the Company and its shareholders. As a Board, we remain committed to completing the sale of Verne Global and expediting the Strategic Review to further maximise shareholder value."

About Mr. Richard Boléat

Richard is currently Non-Executive Chairman of CVC Credit Partners European Opportunities Limited and is Independent Director of M&G Credit Income Investment Trust Plc and Third Point Investors Limited. In respect of FCA Listing Rule 9.6.13(1), Richard's previous directorships in the last five years include Aseana Properties Limited, Yatra Capital Limited, and SME Credit Realisation Fund Limited. Richard currently holds 65,000 shares in the Company as of 13 December 2023.

About Mr. Brett Miller

Brett is currently Director of Manchester and London Investment Trust Plc and SLF Realisation Fund Limited. He has been involved (as executive and non-executive director) in the management of numerous LSE and AIM listed closed end funds across a wide range of asset classes. In respect of FCA Listing Rule 9.6.13(1), Brett's previous directorships in the last five years include The Local Shopping REIT Plc and HWSI Realisation Fund Limited. Brett currently holds 200,000 shares in the Company as of 13 December 2023.

There are no other details requiring disclosure under FCA Listing Rule 9.6.13 in relation to Richard Boléat and Brett Miller.

ENDS.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

J.P. Morgan Cazenove (Joint Corporate Broker) William Simmonds Jérémie Birnbaum	[phone]
Peel Hunt (Joint Corporate Broker) Luke Simpson Huw Jeremy	[phone]
FTI Consulting (Communications Adviser) Mitch Barltrop Maxime Lopes	[e-mail] [phone] [phone]

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

LEI: 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 250, 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, with extensive experience in infrastructure, real estate, and private credit, while keeping ESG principles central to its business mission. Triple Point's Digital Infrastructure team has over US$300 billion in digital infrastructure transaction experience and in-depth relationships across global tech and global telecoms companies.

The number 9 in Digital 9 Infrastructure comes from the UN Sustainable Development Goal 9, which focuses the fund on investments that increase connectivity globally and improve the sustainability of digital infrastructure. The assets DGI9 invests in typically comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre and wireless networks.

Since IPO in March 2021, DGI9 has invested in the following data centres, subsea fibre and wireless network assets (other than Verne Global):

·    Aqua Comms, a leading owner and operator of 20,000km of the most modern subsea fibre systems - the backbone of the internet - with a customer base comprising global tech and global telecommunications carriers;

·    Arqiva, the only UK national terrestrial television and radio broadcasting network in the United Kingdom - providing data, network and communications services, as well as a national IoT connectivity platform;

·    Elio Networks (previously Host Ireland) a leading enterprise broadband provider that owns and operates Fixed Wireless Access networks;

·    EMIC-1, a partnership with Meta on a 10,000km fibre system from Europe to India;

·    SeaEdge UK1, a data centre and landing station for the North Sea Connect subsea cable, part of the North Atlantic Loop subsea network, improving connectivity between the UK, Ireland, Scandinavia and North America;

The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021. The Company's Ordinary Shares were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market on 30 August 2022.

For more information on the Investment Manager please visit www.triplepoint.co.uk. For more information, please visit www.d9infrastructure.com.

Important Notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, ("J.P. Morgan Cazenove"), is acting as financial adviser exclusively to Digital 9 Infrastructure plc and no one else in connection with the Strategic Review and will not regard any other person as its client in relation to the Strategic Review and will not be responsible to anyone other than Digital 9 Infrastructure plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Strategic Review or any other matter or arrangement referred to herein, including, but not limited to, the Verne Transaction.

 

END