Notice of GM - Change to Investment Policy

RNS Number : 3004Z

Digital 9 Infrastructure PLC

24 January 2022

 

24 January 2022

DIGITAL 9 INFRASTRUCTURE PLC

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

Notice of General Meeting - Change to Investment Policy

Further to the announcement on 17 January 2022, the Company announces that, following the consultation with Shareholders, the Board has decided to convene a General Meeting at which Shareholders will be asked to consider and, if thought fit, approve by way of an ordinary resolution, the amendments to the Company's Existing Investment Policy in the form of the New Investment Policy (as set out in the Appendix to this announcement).

It is proposed that the Existing Investment Policy is amended, inter alia, by replacing the Size Restriction with the New Size Restriction which will change the relevant threshold from 20 per cent. of Gross Asset Value to 25 per cent. of Adjusted Gross Asset Value.

Following the consultation with Shareholders, the proposed New Size Restriction has been amended such that the size restriction threshold will adjust from 25 per cent. to 20 per cent. of Adjusted Gross Asset Value when the Gross Asset Value reaches £2 billion (as notified by the Company in its annual or half year financial results report). This is in recognition of the growth aspirations of the Company.

All other amendments within the New Investment Policy and the rationale for such changes remain as described in the announcement of 17 January 2022 and are set out in full in the Circular accompanying the Notice of General Meeting.

The Resolution is important to the Company and the Board recommends that every Shareholder votes in favour of it, as the Directors intend to do in respect of their own holdings.

The General Meeting will be held at 11.00 am on 14 February 2022 at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW. The Circular and Notice of General Meeting will be mailed to Shareholders or otherwise made available on Wednesday, 26 January 2022, together with a Form of Proxy.

The Circular and Notice of General Meeting will also be available to view and download on the Company's website at www.d9infrastructure.com from Wednesday, 26 January 2022. Shareholders who require a Form of Proxy should contact the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

A copy of the Circular and Notice of General Meeting will be submitted to the FCA and will be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Coronavirus (COVID-19)

The Board is closely monitoring the impact of the Coronavirus in the United Kingdom. Should it become necessary to make alternative arrangements for the General Meeting, for example a change of venue, postponement or any additional safety measures, Shareholders will be given as much notice as practicably possible. To minimise this impact, the Board actively encourages Shareholders to vote by proxy, and where possible, to vote by proxy online. Please refer to the instructions contained in the Circular.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT

Triple Point Investment Management LLP (Investment Manager) Thor Johnsen Andre Karihaloo	[phone]
J.P. Morgan Cazenove (Corporate Broker) William Simmonds Jérémie Birnbaum	[phone]
Akur Capital (Financial Adviser) Tom Frost Anthony Richardson Siobhan Sergeant	[phone]
Sapience Communications Richard Morgan Evans / Sasha Johnson	[phone] / [phone] [e-mail]

LEI: 213800OQLX64UNS38U92

NOTES:

Digital 9 Infrastructure plc is an investment trust which invests in a range of digital infrastructure assets which help to deliver, inter alia, a reliable, functioning internet.

The Company's portfolio will comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks (including 5G).

With its IPO in March 2021, to date, D9 has raised total equity of £750 million, investing (or committing to invest) the net proceeds into data centres, fibre networks and wireless networks :

· 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 the hyperscalers and global carriers (April 2021);

· EMIC-1 , a partnership with a hyperscaler on a 10,000km fibre system from Europe to India (July 2021);

· Verne Global , one of the leading Nordic data centre platforms, delivering high intensity computing solutions to its enterprise customers in a geographically optimal environment, powered by 100% renewable power - one of the most efficient data centres in Europe (September 2021);

· SeaEdge UK1, a data centre and the UK's only landing station for the North Sea Connect subsea cable, part of the North Atlantic Loop subsea network, which includes D9's AEC-1 and AEC-2 cables, improving connectivity between the UK, Scandinavia and North America (December 2021); and

· TETRA Ireland , the exclusive operator of public safety wireless networks across the Republic of Ireland (January 2022).

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 asset and project finance, portfolio management and structured investments. The Investment Manager's digital infrastructure team has a proven track record of over US$3 billion of infrastructure investments and, in addition, benefits from a panel of digital infrastructure industry experts with deep knowledge, relationships and involvement in a combined US$250 billion of digital infrastructure transactions.

The Company is focused on the provision of Digital Infrastructure integrated with green and cleaner power in line with UN Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation".

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 is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a 'listed fund' under the Collective Investment Funds (Jersey) Law 1988 (the "Funds Law") and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Jersey Financial Services Commission is protected by the Funds Law against liability arising from the discharge of its functions thereunder. 

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

APPENDIX

PROPOSED NEW INVESTMENT POLICY

Investment Policy

The Company intends to achieve its investment objective by investing in a diversified portfolio of Digital Infrastructure Investments which provide key infrastructure for global data transfer (subsea fibre-optic networks, wireless networks and terrestrial fibres) and data storage (data centres), all of which contribute to facilitating global digital communication.

The Company is focused on the provision of Digital Infrastructure integrated with green and cleaner

power in line with UN Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation".

The Company will seeks to invest in assets or Investee Companies which typically have secured medium to long term contracts underpinned by high quality counterparties.

The Company will invests (directly or via subsidiary companies) in a range of Digital Infrastructure assets which deliver a reliable, functioning internet. The portfolio will typically comprise future proofed, non-legacy, scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks which meet the following criteria:

• assets and Investee Companies which deliver communications, data transfer, interconnectivity and data storage;

• assets and Investee Companies which derive a significant proportion of their revenues from high quality counterparties (meaning, for these purposes, companies (or their parent companies) which are included in the FTSE 350 (or equivalent) or which are investment-grade rated by a recognised grading agency) and/or a diversified portfolio of counterparties that, by reason of its diversity, is resilient and well placed to weather economic downturns;

• assets and Investee Companies with high cash flow visibility and resilience, specifically from medium to long term contracts or from a diversified portfolio of shorter term contracts providing essential underlying services.

The Group will focuses, primarily, on Digital Infrastructure Investments where the assets (or Investee Companies which own the assets) are operational and, where appropriate, there is a contract in place with the end user and/or off-taker. Where suitable opportunities arise, however, the Group may provide limited funding during the Construction Phase or Development Phase of a Digital Infrastructure asset, in particular, on a forward funding basis where development risk for the Company is limited, subject to the restrictions set out below.

Investment restrictions

The Company will invests and manages its assets with the objective of spreading risk and, in doing so, will maintain the following investment restrictions:

• with the exception of Aqua Comms, the Company will not invest more than 2025 per cent. of Adjusted Gross Asset Value in any single asset or Investee Company. When the Gross Asset Value reaches £2 billion (as notified by the Company in its annual or half year financial results report), this restriction will change to 20 per cent. of Adjusted Gross Asset Value;

• investments will be focused on acquiring a controlling interest (meaning more than a 50 per cent. interest) in the relevant investment assets or Investee Companies being acquired or invested in but can also comprise minority interests (where appropriate minority protections are in place);

• at least 50 per cent. of Adjusted Gross Asset Value will be invested in developed markets, in particular (but not limited to), the UK, EU and US;

• neither the Company nor any of its subsidiaries will invest in any assets or Investee Companies located in or with co-investment exposure to any Restricted Territories;

• neither the Company nor any of its subsidiaries will invest in any assets or Investee companies using technologies or equipment under any current prohibition ruling by relevant UK, EU, or US authorities, unless such equipment is in the process of being removed in line with the guidelines of such UK, EU or US authorities;

• the Company may invest a limited amount in assets (or Investee Companies which own assets) which are predominantly in construction, which typically will be undertaken via a forward funding arrangement which pays a return during the Construction Phase, with any investments which expose the Company to development risk limited to, in aggregate, no more than 5 per cent, of Adjusted Gross Asset Value, and the aggregate value of assets in construction or development being no more than 20 per cent. of Adjusted Gross Asset Value (such amount to be calculated as the aggregate value of all material construction or development activities, including forward funded developments, within Investee Companies);

• neither the Company nor any of its subsidiaries will invest in any listed entities, or in private closed-ended investment companies or any funds of any kind; and

• the Company itself will not conduct any trading activities which are significant in the context of the Group as a whole.

The investment limits set out above apply following full investment of the Net Proceeds.  

Compliance with the above investment limits will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment, the need to invest further capital in respect of maintenance or repairs to the underlying assets or the investment of expansion capital, will not be considered as a breach of the investment limits. Further, in the event that an Investee Company develops or acquires an additional asset, which requires further investment from the Company, or the Company chooses to invest in a new, separate asset via an existing Investee Company, such investment will be considered as a standalone investment, including the application of any of the above investment restrictions.

For the purposes of the foregoing, the term "AdjustedGross Asset Value" shall mean the aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time as adjusted to include any third-party debt funding drawn by, or available to, any Group company (which, for the avoidance of doubt, excludes Investee Companies).

Borrowing Policy

The Directors do not intend to use gearing at the Company level, other than utilising short-term revolving credit facilities for financing acquisitions (which could be at the level of the Company or a Group company (which, for the avoidance of doubt, excludes Investee Companies)), such borrowings to be at a Conservative level. Intragroup debt between the Company and its subsidiaries, and the debt of Investee Companies, will not be included in the definition of borrowings for these purposes.

Long term gearing is likely to be applied at an Investee Company level in order to enhance returns but will be at a prudent level, appropriate for the particular Investee Company and sub-sector.

Hedging and Derivatives

The Company will not employ derivatives for investment purposes. Derivatives may however be used for efficient portfolio management. In particular, the Company may engage in interest rate or currency hedging or otherwise seek to mitigate the risk of interest rate increases and currency movements.

The Group will only enter into hedging contracts and other derivative contracts when they are available in a timely manner and on acceptable terms. The Company reserves the right to terminate any hedging arrangement in its absolute discretion. Any such hedging transactions will not be undertaken for speculative purposes.

Cash management

The Company may hold cash on deposit for working capital purposes and awaiting investment and, as well as cash deposits, may invest in cash equivalent investments, which may include government issued treasury bills, money market collective investment schemes, other money market instruments and short-term investments in money market type funds ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position.

DEFINITIONS

"Adjusted Gross Asset Value"	a new defined term to be used in the New Investment Policy which shall mean the aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time as adjusted to include any third-party debt funding drawn by, or available to, any Group company (which, for the avoidance of doubt, excludes Investee Companies)
"Board" or "Directors"	the board of directors of the Company as at the date of the Circular and this announcement consisting of Jack Waters, Keith Mansfield, Lisa Harrington, Charlotte Valeur and Monique O'Keefe
"Circular"	the circular to be published and posted to Shareholders on 26 January 2022
"Company"	Digital 9 Infrastructure PLC
"Conservative"	in respect of the Company's borrowing policy, the level of any short-term credit facility put in place by the Company will be determined by the quality of the investments to be made, including the covenant strength of counterparties within the proposed Investee Company, the terms available to the Company and the timeframe for which such short-term borrowings are expected to be required. In any event, the aggregate level of borrowings will be expected to be no more than a maximum of 50 per cent. of Adjusted Gross Asset Value
"Construction Phase"	in respect of a new development project, the phase where contracts have been agreed and relevant permits are in place
"Development Phase"	in respect of a new development project, the initial phase before relevant contracts or permits are in place
"Digital Infrastructure"	key services and technologies that enable methods, systems and processes for the provision of reliable and resilient data storage and transfer
"Digital Infrastructure Investment"	an investment which falls within the parameters of the Company's investment policy and which may include (but is not limited to) an investment into or acquisition of an Investee Company or a direct investment in Digital Infrastructure assets or projects via an Investment SPV or a forward funding arrangement
"Existing Investment Policy"	the investment policy of the Company as contained in the Prospectus
"FCA"	the Financial Conduct Authority
"Gross Asset Value"	the aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time
"Form of Proxy"	the form of proxy for use by Shareholders at the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force
"General Meeting" or "GM"	the general meeting of the Company convened by the Notice, to be held at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW on 14 February 2022 at 11.00 a.m.
"Group"	the Company and any other companies in the Company's group for the purposes of Section 606 of CTA 2010 from time to time, but excluding Investee Companies
"Initial Admission"	the initial admission of Ordinary Shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021
"Investee Company"	a company or special purpose vehicle which owns and/or operates Digital Infrastructure assets or projects in which the Group invests or acquires
"Investment Manager"	Triple Point Investment Management LLP
"Investment SPV"	a special purpose vehicle used to acquire or own one or more Digital Infrastructure Investments
"IPO"	the initial public offering of Ordinary Shares in conjunction with Initial Admission
"London Stock Exchange"	London Stock Exchange plc
"Main Market"	the London Stock Exchange's main market for listed securities
"New Investment Policy"	the proposed investment policy for the Company as set out in this announcement
"New Size Restriction"	the proposed amended investment restriction to be contained within the New Investment Policy which will state: "…the Company will not invest more than 25 per cent. of Adjusted Gross Asset Value in any single asset or Investee Company. When the Gross Asset Value reaches £2 billion (as notified by the Company in its annual or half year financial results report), this restriction will change to 20 per cent. of Adjusted Gross Asset Value."
"Notice of General Meeting"	the notice of general meeting which is set out at the end of the Circular
"Official List"	the official list maintained by the FCA pursuant to Part VI of FSMA
"Ordinary Shares"	ordinary shares of no par value in the capital of the Company
"Proposal"	the proposal contained in the Circular to amend the Existing Investment Policy
"Resolution"	the resolution set out in the Notice of General Meeting
"Restricted Territories"	the Republic of China, Democratic People's Republic of Korea (North Korea), Russia, Iran and Syria
"Shareholders"	the holders of Ordinary Shares
"Size Restriction"	the investment restriction contained within the Existing Investment Policy which states that "with the exception of Aqua Comms, the Company will not invest more than 20 per cent. of Gross Asset Value in any single asset or Investee Company" which took effect following full investment of the net proceeds of the Company's IPO
"UK"	the United Kingdom of Great Britain and Northern Ireland
"£" or "Pounds"	the lawful currency of the United Kingdom

 

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