Cordiant Digital Infrastructure Ltd

Share Issue/Capital Change • Jan 29, 2021

National Storage Mechanism | Additional information

RNS Number : 3511N

Cordiant Digital Infrastructure Ltd

29 January 2021

29 January 2021

LEI: 213800T8RBBWZQ7FTF84

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Cordiant Digital Infrastructure Limited (the "Prospectus") and not in reliance on this announcement. A copies of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website: www.cordiantdigitaltrust.com and at the registered office of the Company. 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.

CORDIANT DIGITAL INFRASTRUCTURE LIMITED

Publication of Prospectus

Further to its Intention to Float announcement dated 25 January 2021, Cordiant Digital Infrastructure Limited (the "Company") is pleased to announce that the FCA has approved the Prospectus dated 29 January 2021 in connection with the Company's Initial Placing and Offer for Subscription for a target issue of 300 million Ordinary Shares at 100 pence per Ordinary Share, Subscription Share Issue on a one for eight basis, Placing Programme for up to 500 million Ordinary Shares and/or C Shares, and Admission to trading on the Specialist Fund Segment of the Main Market.

Further details regarding the Company, the Initial Placing and Offer for Subscription and the Placing Programme are set out in the Prospectus, which will be available from the Company's registered office at 2nd Floor Trafalgar Court, Les Banques, Guernsey, GY1 2JA and online at www.cordiantdigitaltrust.com (subject to applicable securities laws and access restrictions).

An electronic copy of the Prospectus will be submitted to the National Storage Mechanism and should be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Investec Bank is acting as Sole Financial Adviser, Global Coordinator and Sole Bookrunner on the launch of the Company.

Defined terms used in this announcement shall have the same meanings as defined in the Prospectus.

For further information please contact:

Investec Bank plc Sole Financial Adviser, Global Coordinator and Sole Bookrunner Tom Skinner (Corporate Broking) Lucy Lewis, David Yovichic, Denis Flanagan (Corporate Finance) Dominic Waters, Will Barnett, Neil Brierley, Alice Douglas (Sales)	+44 (020 7597 4000)
Camarco Financial Communications Adviser Louise Dolan Eddie Livingstone-Learmonth Monique Perks Billy Clegg	+44 (020 3757 4980)

Timetable

Expected Initial Issue Timetable

Latest time and date for applications under the Offer for Subscription		11.00 a.m. on 12 February 2021
Latest time and date for receipt of commitments under the Initial Placing		12.00 noon on 12 February 2021
Announcement of the results of the Initial Issue		15 February 2021
Initial Admission and dealings in the Ordinary Shares and Subscription Shares commence		8.00 a.m. on 16 February 2021
Crediting of CREST stock accounts in respect of the Ordinary Shares and Subscription Shares issued pursuant to the Initial Issue		16 February 2021
Definitive share certificates despatched in respect of the Ordinary Shares and Subscription Shares		week commencing 22 February 2021 (or as soon as possible thereafter)

The dates and times specified are subject to change subject to agreement between the Company, the Investment Manager and Investec. All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.

DEALING CODES

The dealing codes for the Ordinary Shares will be as follows:

ISIN	GG00BMC7TM77
SEDOL	BMC7TM7
Ticker	CORD

The dealing codes for the Subscription Shares will be as follows:

ISIN	GG00BMDGQT90
SEDOL	BMDGQT9
Ticker	CSRD

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 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). The Initial Issue and any subsequent placing under the Placing Programme ("Subsequent Placings"), and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

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. 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 value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority, 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 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.

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.

Forward‐looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward‐looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the Investment Manager and/or Investec expressly disclaim any obligations or undertaking to update or revise any forward‐looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.

None of the Company, the Investment Manager and/or Investec, 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 and Investec, 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 PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares to be issued pursuant to the Initial Issue and Subsequent Placings are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment"). 

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; (b) an investment in the 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 (c) the 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 Initial Issue and/or Subsequent Placings. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec 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 the FCA's Conduct of Business Sourcebook; 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 Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

PRIIPS REGULATION

In accordance with the PRIIPs Regulation, Key Information Documents in respect of the Ordinary Shares and the Subscription Shares have been prepared by the Investment Manager and are available to investors at www.cordiantdigitaltrust.com. If any C Shares are offered pursuant to the Placing Programme, a Key Information Document in respect of such C Shares will be prepared by the Investment Manager and will be available to investors at www.cordiantdigitaltrust.com. If you are distributing the Ordinary Shares or any C Shares, it is your responsibility to ensure that the relevant Key Information Document is provided to any clients that are "retail clients" pursuant to the PRIIPs Regulation.

The Investment Manager is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and Investec is not a manufacturer for these purposes. Investec makes no representations, express or implied, or accepts any responsibility whatsoever for the contents of any Key Information Documents prepared by the Investment Manager nor accepts any responsibility to update the contents of any Key Information Documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Documents to future distributors of Shares. Investec and its affiliates accordingly disclaim 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.

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