Directorate Changes and Company Update

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)   Chris Clarke   Darren Vickers   Owen Matthews	[phone]
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]

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. For more information, please visit www.d9infrastructure.com.

 

END