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Initiation of a Strategic Review

27 Nov 2023 16:42

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 £456 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

 

Goldman Sachs International (Lead Financial Adviser and Financial Adviser on the Verne Transaction)

Alexandre Lucas

Owain Evans

Fabrice Francois

 

 

+44 (0)20 7201 8989

 

 

 

 

 

+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)

Ed Berry

Mitch Barltrop

Maxime Lopes

dgi9@fticonsulting.com

+44 (0)7703 330 199

+44 (0)7807 296 032

+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
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