Digital 9 Infrastructure PLC — Share Issue/Capital Change 2021

Mar 26, 2021

National Storage Mechanism | Additional information

RNS Number : 5702T

Digital 9 Infrastructure PLC

26 March 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.

PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Digital 9 Infrastructure plc in any jurisdiction, including in or into the United States, Canada, Australia, the Republic of South Africa or Japan. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") in its final form, published by Digital 9 Infrastructure plc in connection with the admission of its ordinary shares to the Specialist Fund Segment on London Stock Exchange plc's Main Market for listed securities.

LEI: 213800OQLX64UNS38U92

26 March 2021

DIGITAL 9 INFRASTRUCTURE PLC

Results of IPO

Further to the announcement made on 8 March 2021, the Board of Digital 9 Infrastructure plc (the "Company" or "DGI9") is pleased to announce that the Company has raised gross proceeds of £300m in its Initial Public Offering ("IPO") on the Specialist Fund Segment of the Main Market of the London Stock Exchange, through the issue of, in aggregate, 300 million Ordinary shares (the "Ordinary Shares") at an issue price of £1.00 per Ordinary Share (the "Issue Price") (the "Issue").

Digital 9 Infrastructure plc is a newly established, externally managed investment trust. The Company will invest in a range of digital infrastructure assets which deliver a reliable, functioning internet. The 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 Company will focus, primarily, on digital infrastructure investments which are operational and with an existing customer base.

Following the completion of the offer, the Company will acquire Aqua Comms, a platform owning and operating some 14,300km of the most reliable and resilient trans-Atlantic sub-sea fibre systems - the very "backbone" of the internet.

Applications for admission

Applications have been made for the admission of, in aggregate, 300 million Ordinary Shares to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities (the "London Stock Exchange").

A total of 267,011,661 Ordinary Shares (which includes the 2 Ordinary Shares issued on incorporation of the Company) will be admitted to trading and dealings will commence on the London Stock Exchange at 8.00 a.m. on 31 March 2021. A further 32,988,339 Ordinary Shares issued on first completion of the acquisition of Aqua Comms will be admitted to trading and dealings will commence on the London Stock Exchange at 8.00 a.m. on 1 April 2021.

Participation

The Directors have subscribed for, in aggregate, 130,000 Ordinary Shares at the Issue Price.

The Wider Triple Point Group (including funds managed by the Triple Point Group) have subscribed for, in aggregate, 6.5 million Ordinary Shares at the Issue Price.

Thor Johnsen, head of the Investment Manager's Digital Infrastructure team has subscribed for 250,000 Ordinary Shares at the Issue Price. Andre Karihaloo and Arnaud Jaguin, both members of the Investment Manager's Digital Infrastructure team, have each subscribed for 25,000 Ordinary Shares at the Issue Price.

Jack Waters, Chair of Digital 9 Infrastructure plc said:

"The Board is delighted that such a broad and deep investor base is as excited about D9 as we are. As planned, our first acquisition will be into Aqua Comms, a platform owning some 14,300km of modern, operational trans-Atlantic subsea fibre, representing the true backbone of the internet. We expect to close this first transaction next week, underpinning our 6p dividend target.

As a board we look forward to working together with Triple Point in rapidly deploying the rest of the proceeds into other critical digital infrastructure assets."

Thor Johnsen Head of Digital Infrastructure at Triple Point Investment Management LLP said:

"We appreciate the fantastic support from a broad range of institutional and advised retail investors. We would like to thank them for their confidence in Triple Point and in sharing our excitement for the opportunities in digital infrastructure. We have collectively experienced the digital transformation in our society over the last few decades (and particularly in the last 12 months), and we believe we are at the dawn of a broader transformation. Together with the initial cornerstone investment into Aqua Comms, D9 will be focused on global investment into the critical infrastructure driving this unstoppable force of change. Importantly, at the heart of the D9 investment thesis will be ESG considerations of digital inclusion and environmental impact. 

We have a deep pipeline of assets we are working on and we are excited about updating shareholders on these soon."

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Company's prospectus dated 8 March 2021 (the "Prospectus").

FOR FURTHER INFORMATION, PLEASE CONTACT

Triple Point Investment Management LLP James Cranmer / Thor Johnsen / Andre Karihaloo	Via KL Communications
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
KL Communications (PR) Charles Gorman / Luke Dampier / Samuel Collins-Charles	Digital9@kl-communications.com  +44 (0) 203 995 6673

Important Legal Information

This announcement is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Triple Point Investment Management LLP, which is authorised and regulated by FCA, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 and not in reliance on this announcement. Copies of the Prospectus are available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https:// https://www.d9infrastructure.com/). 

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 is an advertisement for the purposes of the Financial Services (Advertising) (Jersey) Order 2008, and it has not been approved by the Jersey Financial Services Commission.

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 is newly established and has no 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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