TIDMDGI9
RNS Number : 2969N
Digital 9 Infrastructure PLC
29 September 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE
SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION"
TOWARDS THE OF THIS ANNOUNCEMENT.
LEI: 213800OQLX64UNS38U92
29 September 2021
DIGITAL 9 INFRASTRUCTURE PLC
Results of Oversubscribed Fundraise
Further to the announcement on 13 September 2021, the Board of
Digital 9 Infrastructure plc (the "Company" or "D9") is pleased to
announce the results of the Placing of new Ordinary Shares pursuant
to the Placing Programme (the "Placing").
The Placing was significantly over-subscribed, with strong
support from both existing and new investors. The Board, therefore,
has agreed to increase the amount raised from the original target
of GBP200 million to GBP275 million in light of the Company's
investment pipeline. Notwithstanding the increased size of the
Placing, applications for the new Ordinary Shares significantly
exceeded the total number of shares to be issued and accordingly a
scaling back exercise has been undertaken.
Certain Directors, namely Jack Waters, Keith Mansfield and Lisa
Harrington, have subscribed for, in aggregate, 57,208 new Ordinary
Shares. In addition, Thor Johnsen and Andre Karihaloo, members of
the Investment Manager's team, have subscribed for, in aggregate,
209,301 new Ordinary Shares. These respective subscriptions have
been made either via the Placing or via a direct subscription with
the Company at the Placing Price (the direct subscriptions and
Placing, together, comprising the "Fundraise").
255,813,953 new Ordinary Shares will be issued pursuant to the
Fundraise at 107.5p per share (the "Placing Price"), raising gross
proceeds of GBP275 million, which will be used to acquire further
assets in line with the Company's investment objective, identified
in the Company's pipeline of investment opportunities at IPO, as
set out in the Prospectus.
Jack Waters, Chair of Digital 9 Infrastructure plc, said:
"The drivers of digital infrastructure are increasing rapidly as
more of our lives move online, fundamentally changing the way we
work, shop and socialise. These long-term changes in behaviour have
been accelerated by, or result from, the Covid-19 pandemic as well
as more fundamental trends in data usage. Our existing shareholders
and new investors have identified the opportunity that investing in
D9 represents - a means for them to participate in this exciting
sector at a critical point in time. We welcome their support and
look forward to the next step of D9's journey as it continues to
invest in a diversified portfolio of digital infrastructure
assets."
Application for admission
Application has been made for 255,813,953 new Ordinary Shares to
be admitted to trading on the Specialist Fund Segment of the Main
Market of the London Stock Exchange. It is expected that admission
in respect of the new Ordinary Shares will become effective, and
that dealings in the new Ordinary Shares will commence, at 8.00
a.m. on 1 October 2021.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
722,480,620 Ordinary Shares with voting rights. This figure may be
used by Shareholders in determining the denominator for the
calculation by which they will establish if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The new Ordinary Shares issued in connection with the Fundraise
will be fully paid and will rank pari passu in all respects with
each other and with the existing ordinary shares of the Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Capitalised terms will have the meanings given to them in the
Prospectus published by the Company on 8 March 2021 in relation to
the Placing Programme (which is available on the Company's website)
unless otherwise defined in this announcement.
Akur Limited (trading as Akur Capital) ("Akur"), is acting
exclusively as Financial Adviser to the Company and J.P. Morgan
Securities PLC (which conducts its UK investment banking activities
as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as
Global Coordinator and Sole Bookrunner on the Placing.
FOR FURTHER INFORMATION, PLEASE CONTACT
Triple Point Investment Management LLP Via Sapience Communications
Thor Johnsen / Andre Karihaloo
J.P. Morgan Cazenove
William Simmonds / Jérémie
Birnbaum (Corporate Finance)
James Bouverat / Liam MacDonald-Raggett
(Sales) +44 (0) 207 742 4000
Akur Capital
Tom Frost / Anthony Richardson / Siobhan
Sergeant +44 (0) 207 493 3631
Sapience Communications +44 (0) 203 195 3240/
Richard Morgan Evans / Sasha Johnson +44 (0) 775 108 7291
triplepoint@sapiencecomms.co.uk
NOTES:
Digital 9 Infrastructure plc is a newly established, externally
managed investment trust which invests in a range of digital
infrastructure assets which deliver a reliable, functioning
internet.
"Digital infrastructure" refers to the critical infrastructure
required for the internet to operate and, essentially, refers to
everything from fibre networks that connect continents, businesses
and homes (the very "backbone" of the internet), to the data
centres that organisations use to house their critical networks of
computer and storage resources, and to the towers and small cells
that carry data traffic wirelessly to the end user.
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 portfolio will 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 (including 5G).
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$2 billion of infrastructure investments and, in
addition, will benefit 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'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.
For more information, please visit www.d9infrastructure.com
Important Legal Information
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
Market Abuse Regulation (Regulation 596/2014), as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this Announcement via a Regulatory
Information Service this inside information is now considered to be
in the public domain.
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.
This announcement does not constitute, and may not be construed
as, an offer to sell or an invitation to purchase investments of
any description or a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this announcement is intended to form the basis of any contract
of sale, investment decision or any decision to purchase shares in
the Company. The merits or suitability of any securities must be
independently determined by each investor on the basis of its own
investigation and evaluation of the Company.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient. No
information in this announcement should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating the investment opportunity. No
reliance may be placed for any purposes whatsoever on this
announcement (including, without limitation, any illustrative
modelling information contained herein), or its completeness.
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities in the Company in the United
States, Australia, Canada, New Zealand or the Republic of South
Africa, Japan, or in any other jurisdiction where such offer or
sale would be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Company's securities will not be entitled
to the benefits of the Investment Company Act. No offer, sale,
resale, pledge, delivery, distribution or transfer of the Company's
securities may be made except under circumstances that will not
result in the Company being required to register as an investment
company under the Investment Company Act.
Moreover, the Company's securities will not be registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, Japan or any member state of the European Economic
Area ("EEA") (other than any member state of the EEA where the
Company's securities may be lawfully marketed). Subject to certain
exceptions, the Company's securities may not be offered or sold in
Australia, Canada, the Republic of South Africa, Japan or any
member state of the EEA (other than any member state of the EEA
where the Company's securities may be lawfully marketed) or to, or
for the account or benefit of, any national, resident or citizen
of, Australia, Canada, the Republic of South Africa, Japan or any
member state of the EEA (other than to professional investors in
certain EEA member states for which marketing approval has been
obtained in accordance with the requirements of Directive
2011/61/EU of the European Parliament and of the Council of 8 June
2011 on Alternative Investment Fund Managers (the "AIFM
Directive"), as implemented in the relevant jurisdiction).
This announcement must not be acted on or relied on in any
member state of the EEA by persons: (a) who are not "professional
investors", as defined in the AIFM Directive; or (b) (if they are
domiciled, resident or have a registered office in the EEA) that
are located in a member state of the European Economic Area in
which the Company has not been appropriately registered or has not
otherwise complied with the requirements under the AIFM Directive
(as implemented in the relevant EEA Member State) necessary for the
lawful marketing of the Ordinary Shares.
The Specialist Fund Segment is intended for institutional,
professional, professionally advised and knowledgeable investors
who understand, or who have been advised of, the potential risk of
investing in companies admitted to the Specialist Fund Segment.
Further, the Ordinary Shares are only suitable for investors: (i)
who understand and are willing to assume the potential risks of
capital loss and understand that there may be limited liquidity in
the underlying investments of the Company; (ii) for whom an
investment in the Ordinary Shares is part of a diversified
investment programme; and (iii) who fully understand and are
willing to assume the risks involved in such an investment. If any
investor is in any doubt about the contents of this announcement,
it should consult its accountant, legal or professional adviser or
financial adviser.
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. No representation or
warranty, express or implied, is given by the directors of the
Company or any other person as to the accuracy of information or
opinions contained in this announcement and no responsibility is
accepted for any such information or opinions. The material
contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to
herein are subject to revision and amendment.
The Company has a limited operating history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company, the Investment Manager or any other person.
Prospective investors are advised to seek expert legal, financial,
tax and other professional advice before making any investment
decision in respect of the Company. The value of investments may
fluctuate. Information in this announcement or any of the documents
relating to the Issue cannot be relied upon as a guide to future
performance.
Each of Akur (which is regulated in the UK by the FCA) and J.P.
Morgan Cazenove (which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the UK by the FCA and the
PRA), is acting exclusively for the Company and for no--one else in
connection with the matters described in this announcement and will
not regard any other person as its client in relation thereto and
will not be responsible to anyone for providing the protections
afforded to its clients or providing any advice in relation to the
matters contained herein. Neither Akur nor J.P. Morgan Cazenove,
nor any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for this announcement, its contents or otherwise in
connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic
format.
This announcement may include statements that are, or may be
deemed to be, "forward--looking statements". These forward--looking
statements can be identified by the use of forward--looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "might", "will" or
"should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Company's financial position,
strategy, plans, proposed acquisitions and objectives, are
forward--looking statements. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance.
None of the Company, the Investment Manager, Akur and/or J.P.
Morgan Cazenove, or any of their respective affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, the Investment Manager, Akur and J.P.
Morgan Cazenove, and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; (c) local implementing
measures; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK statutory instruments
implementing Directive 2014/65/EU and Commission Delegated
Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the
European Parliament, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended (together, the "UK
MiFID Laws") (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have
been subject to a product approval process, which has determined
that the Ordinary Shares to be issued pursuant to the initial issue
are: (i) compatible with an end target market of retail investors
who understand, or have been advised of, the potential risk of
investing in companies admitted to the Specialist Fund Segment and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Directive 2014/65/EU or
the UK MiFID Laws (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by
Directive 2014/65/EU or the UK MiFID Laws, as applicable (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: (a) the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; (b) the
Ordinary Shares offer no guaranteed income and no capital
protection; (c) an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom; and (d)
the Ordinary Shares will be admitted to the Specialist Fund
Segment, which is intended for institutional, professional,
professionally advised and knowledgeable investors who understand,
or who have been advised of, the potential risk from investing in
companies admitted to the Specialist Fund Segment. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the issue. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, J.P. Morgan Cazenove will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as
applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Ordinary Shares.
Each distributor (including any intermediary) is responsible for
undertaking its own Target Market Assessment in respect of the
Ordinary Shares and determining appropriate distribution
channels.
PRIIPS Regulation
In accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products (PRIIPs), which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK PRIIPs Laws"), a key information document in
respect of the Ordinary Shares is available to investors on the
Company's website.
If you are distributing any class of shares in the Company, it
is your responsibility to ensure that the relevant key information
document is provided to any clients that are "retail clients".
The Investment Manager is the only manufacturer of the Ordinary
Shares for the purposes of the UK PRIIPs Laws and none of the
Company, Akur nor J.P. Morgan Cazenove is a manufacturer for these
purposes. None of the Company, the Akur nor J.P. Morgan Cazenove
makes any representations, express or implied, or accepts any
responsibility whatsoever for the contents of the KID prepared by
the Investment Manager nor accepts any responsibility to update the
contents of the KID in accordance with the UK PRIIPs Laws, to
undertake any review processes in relation thereto or to provide
the KID to future distributors of Ordinary Shares. Each of the
Company, Akur and J.P. Morgan Cazenove and their respective
affiliates accordingly disclaims all and any liability whether
arising in tort or contract or otherwise which it or they might
have in respect of any key information documents prepared by the
Investment Manager from time to time.
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END
ROIFFFLIAAITFIL
(END) Dow Jones Newswires
September 29, 2021 02:00 ET (06:00 GMT)
Digital 9 Infrastructure (LSE:DGI9)
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De Mar 2024 a Abr 2024
Digital 9 Infrastructure (LSE:DGI9)
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