TIDMDGI9
RNS Number : 6881R
Digital 9 Infrastructure PLC
30 October 2023
30 October 2023
DIGITAL 9 INFRASTRUCTURE PLC
("D9", the "Company" or, together with its subsidiaries, the
"Group")
Response to announcement by Aqua Ventures Limited
The Board of D9 notes the announcement this morning by Aqua
Ventures Limited ("AVL") and sets out below a letter it sent to AVL
yesterday, 29 October 2023, in response to AVL's letter of 27
October 2023.
"Dear Chris,
The Board of D9 notes your letter of 27 October and the
subsequent e-mail of the same date from your adviser Julian
Metherell in relation to your planned announcement.
Shareholder consultation
Over the last few months we have sought to engage fully with you
and have had multiple meetings over this time to listen to and
consider your perspectives. As you are aware, we carried out an
extensive shareholder consultation exercise to engage with a large
proportion of our shareholders to get a thorough understanding of
their views.
Following our call on 16 October, we believe you understood that
the Board needed more time to further consider potential actions to
maximise shareholder value. Cognisant of share price performance,
the Board is keen to move quickly to protect and enhance the value
of D9, but a certain amount of work and time is required to allow
the Board to thoroughly consider all of its options, including in
light of ongoing negotiations with third parties. The Board has a
keen desire to be transparent with shareholders and this has to be
balanced with maximising the prospects of ongoing negotiations that
require confidentiality, as we are sure you will appreciate.
Actions to maximise shareholder value
Having considered matters very carefully and taken detailed
financial and legal advice (including with respect to fiduciary
duties), the Board is of the opinion that prioritising a sale of
100% of Verne Global is in the best interests of shareholders
because it would provide the best opportunity to de-lever the
balance sheet and improve cashflow for D9 and its Group, thereby
strengthening D9's position and the prospects of maximising value
for shareholders going forward.
The Board considers it of utmost importance that D9 is able to
maximise the chances of successfully executing this sale process
without distraction. It is the Board's view that initiating a
strategic review at this juncture is not in the best interests of
shareholders because it could destabilise the Verne Global sale,
thereby disrupting the action the Board believes will maximise
shareholder value. The Board's position is clear and unchanged for
those reasons. The Board will, of course, consider any proposal
that would maximise shareholder value.
Acting in the interests of all shareholders
At this point in the Verne Global sale process, the Board would
ask for shareholders' support in allowing it time and a stable
environment to execute and deliver value for shareholders. The
Board strongly believes that the actions you suggest in your letter
would be value destructive at this point in time. Whilst
appreciating your historic involvement with Aqua Comms and the
recently terminated development agreement between Aqua Ventures and
Triple Point, the Board has a duty to consider the interests of all
shareholders and, therefore, the Board asks you also to consider
the interests of other shareholders.
Decision-making process
D9, represented by the Board, is in receipt of independent
financial and legal advice, contrary to your assertions. If you
were to re-assert any lack of independence of this advice to the D9
Board, that would be strongly refuted by the parties concerned.
Goldman Sachs was appointed by D9 in relation to the sale
process for Verne Global and more recently to support the Board's
assessment of a wider set of actions. Both of these appointments
were after Goldman Sachs terminated its engagement with Triple
Point. Goldman Sachs is acting as lead financial adviser to D9
alongside J.P. Morgan Cazenove, as financial adviser (other than on
the Verne Global sale) and joint corporate broker and Peel Hunt as
joint corporate broker.
Triple Point has in-depth knowledge of the portfolio companies
and holds close relationships with the D9 portfolio company
management teams which could not easily be replicated by another
third party. The Board takes its oversight responsibilities very
seriously and is actively involved in considering all options that
have the potential to generate value for D9 shareholders.
We are of course very willing to discuss. Otherwise, we look
forward to engaging once we are in a position to update the market
further.
Yours sincerely,
Phil Jordan
Chairman"
S.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management LLP +44 (0)20 7201 8989
(Investment Manager)
Diego Massidda
Ben Beaton
Arnaud Jaguin
Goldman Sachs International (Lead Financial Adviser +44 (0) 20 7774 1000
and Financial Adviser on the Proposed Transaction)
Alexandre Lucas
Owain Evans
Fabrice Francois
J.P. Morgan Cazenove (Joint Corporate Broker) +44 (0)20 7742
4000
William Simmonds
Jérémie Birnbaum
Peel Hunt (Joint Corporate Broker) +44 (0) 20 7418 8900
Luke Simpson
Huw Jeremy
FTI Consulting (Communications Adviser)
dgi9@fticonsulting.com
Ed Berry +44 (0)7703 330 199
Mitch Barltrop +44 (0)7807 296 032
Maxime Lopes +44 (0) 7890 896 777
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 $300 billion in digital infrastructure
transaction experience and indepth 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:
-- 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;
-- Verne Global group of companies comprising:
-- Verne Global Iceland , the leading Icelandic data centre
platform, with 40MW of high intensity computing solutions in
operation or development, powered by 100% baseload renewable
power;
-- Verne Global London (previously Volta), a premier data centre
based in central London, providing 6MW of retail co-location
services;
-- Verne Global Finland (previously Ficolo), a leading Finnish
data centre and cloud infrastructure platform, with existing
buildings capable of providing up to c.23MW of data centre
capacity, powered by 100% renewable power and distributing surplus
heat to district heating networks.
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
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for D9 and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than D9 for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in
relation to the matters referred to in this announcement.
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 shareholder consultation
announced by the Company on 17 October 2023 (the "Consultation")
and will not regard any other person as its client in relation to
the Consultation 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 Consultation or any other
matter or arrangement referred to herein, including, but not
limited to, the Proposed Transaction.
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END
RSPWPGBWUUPWUMU
(END) Dow Jones Newswires
October 30, 2023 03:40 ET (07:40 GMT)
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