TIDMDGI9
RNS Number : 8109U
Digital 9 Infrastructure PLC
27 November 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.
27 November 2023
DIGITAL 9 INFRASTRUCTURE PLC
("D9" or the "Company" and, together with its subsidiaries, the
"Group")
Initiation of a Strategic Review
Overview
Following the announcement of the Verne sale by the Company
today, the Board of Directors of D9 (the "Board") announces the
initiation of a strategic review (the "Strategic Review") to
develop a set of actions with a view to maximising shareholder
value going forward.
The Strategic Review follows the signing of the definitive
agreement for the sale of D9's entire stake in the Verne Global
group of companies ("Verne Global") for an equity purchase price of
up to US$575 million (approximately GBP456 million) (the "Verne
Transaction" and the "Purchase Price").
The Board, having taken financial and legal advice, believed
that initiating a strategic review prior to signing a definitive
agreement for the Verne Transaction could have undermined the
process to maximise shareholder value from Verne Global without
directly helping to address the Company's financial uncertainty (as
disclosed in the Interim Results for the period ended 30 June
2023).
Scope of the Strategic Review
The Strategic Review will develop and assess the options for the
Company's portfolio companies with a view to maximising shareholder
value going forward. For the avoidance of doubt, any proposal
involving the sale of the Company's assets or otherwise will
exclude Verne Global, following the announcement today of the Verne
Transaction.
As noted in today's announcement of the Verne Transaction,
pending receipt of the Purchase Price, the Company will seek to
secure a financing solution to fund Verne Global through to closing
of the Verne Transaction. As part of prudent contingency planning,
the Company will also be developing a plan to address the Company's
residual financial uncertainty (as disclosed in the Interim Results
for the period ended 30 June 2023) pending receipt of the Purchase
Price.
As part of the Strategic Review, the Board will review the
management arrangements (including performance and the fee
structure) of the Company's investment manager, Triple Point
Investment Management LLP.
Phil Jordan, Chair of D9, said: "The Board has sought to
maximise shareholder value from the Company's ownership and
development of Verne Global and in doing so, help to strengthen
D9's financial position and cash resources. Having reached this
milestone, the Board will maintain oversight of D9's portfolio and
together with our advisers, engage with D9's portfolio companies in
conducting the Strategic Review. The Board is committed to
expediting the Strategic Review and will report its progress to
shareholders in due course."
Board Composition
In anticipation of corporate activity that may result from the
Strategic Review, the Board intends to review the skills and
composition of the Board to support D9 going forward. The Board
will appoint a leading recruitment consultant to conduct an
independent external recruitment process to identify non-executive
board director candidates with executive corporate finance and
M&A credentials as well as other skills that may be required to
support the outcomes of the Strategic Review.
The appointment of any new non-executive director will be
subject to regulatory approval of the Jersey Financial Services
Commission.
Goldman Sachs International is acting as lead financial adviser,
J.P. Morgan Cazenove is acting as financial adviser, and Allen
& Overy LLP is acting as legal adviser in relation to the
Strategic Review.
ENDS.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management
LLP
(Investment Manager)
Diego Massidda
Ben Beaton
Arnaud Jaguin
+44 (0)20 7201 8989
Goldman Sachs International (Lead Financial
Adviser and Financial Adviser on the
Verne Transaction)
Alexandre Lucas
Owain Evans
Fabrice Francois +44 (0) 20 7774 1000
J.P. Morgan Cazenove (Financial Adviser
(excluding in relation to the Verne
Transaction) and Joint Corporate Broker)
William Simmonds
Jérémie Birnbaum
Jonty Edwards +44 (0)20 7742 4000
Peel Hunt (Joint Corporate Broker)
Luke Simpson
Huw Jeremy +44 (0) 20 7418 8900
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
The person responsible for making this notification is Luke
Cheshire, 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 $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
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 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.
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END
UPDUBSNRORUAUAA
(END) Dow Jones Newswires
November 27, 2023 11:42 ET (16:42 GMT)
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