THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

 

14 September 2022

 

DIGITAL 9 INFRASTRUCTURE PLC

("D9" or the "Company" or, together with its subsidiaries, the "Group")

RESULTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2022

The Board of Digital 9 Infrastructure plc (ticker: DGI9) is pleased to announce the Company's unaudited results for the six-month period ended 30 June 2022.

 

	30 June 2022	31 December 20211	30 June 2021
For the period:
Earnings per share	3.43p	9.77p	9.34p
Dividends declared per share (in respect of the period)	3.00p	4.50p	1.50p
As at:
IFRS Net Asset Value ("NAV")	£852.3m	£755.86m	£482.3m
NAV per share	105.13p	104.62p	103.34p
IFRS Investment Valuation	£825m	£746m	£193.2m
Ongoing charges ratio (annualised)	1.09%	1.04%	0.93%

 

Highlights

·        IFRS Net Asset Value as at 30 June 2022 was £852.3 million, equal to a NAV per share of 105.13 pence (31 December 2021: £755.86 million, 104.62p), reflecting an increase of 12.8% since 31 December 2021.

·       Capital deployed and committed² at the period end was £1.0 billion, including £414 million of committed, but not yet deployed, funding for the acquisitions of Ficolo and Arqiva (31 December 2021: £462 million (including committed funds)). Following the period end, the Company has committed a further £17 million towards capex.

·       The portfolio was valued on an IFRS basis at £825.0 million as at 30 June 2022 (31 December 2021: £746 million), an uplift of 10.6% since 31 December 2021.

·      The portfolio valuation methodology has been amended to be based only on a cost of equity (currently 13.7%).

·      69% of the total recurring revenues from the portfolio of investments have some form of inflation protection, including 58% with uncapped CPI/RPI linkage.

·       During the period to 30 June 2022, the Company raised further gross equity proceeds of £95.2 million (£93.3 million of net proceeds) via a secondary fundraise at a price of 108 pence per share. This was followed by further gross equity proceeds of £60 million (£58.8 million of net proceeds) raised in July 2022 via a further fundraise at a price of 110 pence per share.

·       In March 2022, the Group completed on a new syndicated revolving credit facility ("RCF") for £300 million plus an uncommitted accordion of up to an additional £200 million. Following the equity raise in July 2022, the Group triggered the accordion facility, extending the initial £300 million facility by a further £75 million in August 2022.

·        Profit before tax for the period to 30 June 2022 was £27 million (30 June 2021: 16.7 million).

·        Ongoing Charges Ratio² of 1.09% (annualised) as at 30 June 2022 (31 December 2021: 1.04% (annualised)).

·       Total Return² (based on NAV performance and dividends paid for the period) since IPO is 13.4% or 10.7% on an annualised basis compared to a target of 10% per annum (31 December 2021: 9.82% since IPO or 13.09% (annualised)).

·        Market capitalisation² as at 30 June 2022 was £897 million (31 December 2021: £822 million).

 

Other Post Balance Sheet Activity

·       The Company declared a dividend of 1.5 pence per ordinary share in respect of the period from 1 April 2022 to 30 June 2022 in line with the Company's target of 6.0 pence per share for the year ending 31 December 2022³. This dividend will be paid on or around 30 September 2022 to shareholders on the register at 16 September 2022.

·     In July 2022, the Group completed the acquisition of Finnish data centre provider, Ficolo, for a total consideration of £114 million following regulatory approval.

·        On 30 August 2022, the Ordinary Shares of the Company 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 of London Stock Exchange plc.

 

Notes:

1    June 2021 comparators were in respect of the shorter period from incorporation on 8 January 2021 to 30 June 2021; the Company listed on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021 ("IPO").

2       Alternative Performance Measure.

3       This is a target only and not a profit forecast and there can be no assurance that it will be met.

 

Phil Jordan, Chair of Digital 9 Infrastructure plc, commented:

"The digital transformation of our societies has been evident over the last few decades, but no more so than in the last two years. The Covid-19 pandemic dramatically accelerated the key drivers and trends already fundamental to the growth in demand for Digital Infrastructure. I believe that, as a result of these societal shifts and the clear and urgent global requirement to grow in an environmentally sustainable way, we are at the dawn of a much broader transformation which supports the long-term investment case of the Company and provides the Board with confidence in its future prospects.

 

We intend to build on our initial cornerstone investments into Aqua Comms and Verne Global. The addition of Host Ireland, Volta, Ficolo and Arqiva into our portfolio continues our focus on global investment into the critical infrastructure that underpins the digital transformation. Digital inclusion and environmental impact will continue to be at the heart of all our investment decisions. The internet is fundamental to all our futures. We are committed to helping to shape that future, and we are leading the way in promoting carrier-neutral connectivity globally, and in democratising access to critical sustainable digital infrastructure."

 

Meeting for analysts and audio recording of results available

 

The Company presentation for analysts will be held at 9am today via live webcast. The presentation will also be accessible on-demand later in the day via the Company website: www.d9infrastructure.com.

 

Those wishing to access the live webcast are kindly asked to contact Luke Cheshire at Hanway Advisory on +44 (0) 20 3909 3519 or [email protected].   

 

The Interim Results will also be available to view and download on the Company's website at www.d9infrastructure.com and hard copy will be posted to shareholders on or around 21 September 2022.

 

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 

Triple Point Investment Management LLP   (Investment Manager)   Thor Johnsen / Andre Karihaloo	+44 (0)20 7201 8989
J.P. Morgan Cazenove (Corporate Broker)   William Simmonds / Jérémie Birnbaum (Corporate Finance)   James Bouverat / Liam MacDonald-Raggett (Sales)	+44 (0)20 7742 4000
Akur Capital (Financial Adviser)   Tom Frost / Anthony Richardson / Siobhan Sergeant	+44 (0)20 7493 3631
FTI Consulting LLP (Communications Adviser)   Mitch Barltrop   Ed Berry	+44 (0) 7807 296 032 +44 (0)7703 330 199 [email protected]

 

LEI: 213800OQLX64UNS38U92

 

NOTES:

 

Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the London Stock Exchange with 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 US$ 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 invest in typically comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, and wireless networks.

 

From its IPO in March 2021 and four subsequent placings, DGI9 has raised total equity of £905 million and a revolving credit facility of £375 million, and invested into the following data centres, subsea fibre and wireless networks:

 

·     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 (April 2021);

·    Verne Global, the leading Icelandic data centre platform, with 40MW of high intensity computing solutions in operation or development, powered by 100% baseload renewable power (September 2021);

·     EMIC-1, a partnership with Meta on a 10,000km fibre system from Europe to India (July 2021);

·     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 (December 2021);

·   Host Ireland, a leading enterprise broadband provider that owns and operates Fixed Wireless Access networks (April 2022);

·   Volta, a premier data centre based in central London, providing 6MW retail co-location services (April 2022);

·   Ficolo, a leading Finnish data centre and cloud infrastructure platform, with c.23MW of data centre capacity, powered by 100% renewable power and distributing surplus heat to district heating networks (July 2022); and

·    Arqiva, the only 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 (announced June 2022).

 

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 was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and migrated 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 on the Company, please visit www.d9infrastructure.com.

 

 

CHAIR'S STATEMENT

 

Introduction

 

I am pleased to present the Company's interim report for the six month period to 30 June 2022. Building on the momentum since our Initial Public Offering ("IPO") in March 2021, we have continued to raise capital, including two equity fundraises in January and July 2022, raising total gross proceeds of c. £155 million. Supplementing this, in March 2022, we secured a £300 million revolving credit facility, which was extended by a further £75 million in August 2022. This brings total funds raised to date to c. £1.3 billion which has put us in a strong position to act decisively when securing investments, which are typically off-market.

 

Underpinning these capital raises is the growing demand for our differentiated strategy. We are investing in resilient Digital Infrastructure on a sustainable basis where, not only are we closing the digital divide through improved access and the potential for integration, but doing so using green and cleaner power as far as possible. This reduces the environmental impact of such infrastructure and remains in line with our focus on UN Sustainable Development Goal 9.

 

The deployment of funds into investments such as Aqua Comms and Verne Global, in particular, unlocked access to larger, more attractive investment opportunities. This has led to us refining the Company's Investment Policy, providing enhanced flexibility in making acquisitions during this growth phase, all whilst targeting recurring income and capital growth for our shareholders. As a result, we were able to agree to the investment in Arqiva, a prime UK-based Digital Infrastructure asset; facilitate the expansion of our subsea cable and data centre platforms; and undertake our first wireless network investment.

 

With access to funds and our improved mandate, our vision of creating integrated Digital Infrastructure platforms is rapidly starting to take shape, none of which would have been possible without the support of our shareholders, our lenders and our other stakeholders.

 

Investment Activity

 

We had an active first half of 2022, with the deployment of £96 million into two new assets in April: Host Ireland, a leading enterprise broadband provider which owns and operates the highest capacity licensed Fixed Wireless Access network in Greater Dublin; and Volta Data Centres, a premier data centre facility providing 6MW of retail co-location services located in the centre of London.

 

In addition, we committed a total of £414 million of equity to the acquisitions of: Ficolo, a leading Finnish data centre and cloud services platform, which completed in July; and Arqiva, the only UK provider of national terrestrial TV and Radio broadcasting and a leading national Internet of Things (IoT) utilities connectivity platform, which we expect to complete within the next few months.

 

We also continued to commit capital towards our growth platforms in the subsea and data centre sectors, committing a total of £83 million for deployment over the next 18 months.

 

Individually, we expect these investments to deliver both income and capital growth. Arqiva, in particular, is expected to provide such an opportunity with its high growth IoT platform and mature broadcast business. In addition, its highly cash-generative, core business supports our progressive dividend policy.

 

Most importantly, these investments contribute to our integrated platform approach to Digital Infrastructure and commitment to providing sustainable solutions to global data demand. Further details and how our existing investments have performed is set out in the Investment Manager's Report.

 

The Company's intercontinental reach is illustrated in the map in the Interim Report.

 

Environmental, Social and Governance

 

We, as a Board, recognise that Digital Infrastructure is critical to a future sustainable economy, and requires ESG considerations at its core in order to be successful. Our Investment Manager has long been committed to responsible investment, and to offering strategies which help solve society's problems, while creating opportunities for investors. In alignment with this position, D9's purpose driven strategy is closely aligned with the UN's Sustainable Development Goal 9 and takes a structured and material approach to ESG integration throughout the investment decision making process and asset ownership. More information can be found in the Investment Manager's Report.

 

Corporate Activity

 

Our ability to build a diverse portfolio of Digital Infrastructure assets has been facilitated by the various corporate initiatives over the period.

 

Notwithstanding the volatile equity capital markets, we have successfully raised a total of c. £155 million to date this year. This has come through a placing with institutional shareholders in January under the placing programme launched at IPO. A further placing and small offer for subscription, enabling participation from qualifying retail investors, was launched at the end of June and completed in July, using a portion of the authorities available to us to issue new shares. These equity raises were supported by both existing shareholders and new investors, which was a pleasing result considering the wider market conditions.

 

In March, we were also pleased to announce we had signed a £300 million revolving credit facility ("RCF") with an international syndicate of four banks including the Royal Bank of Scotland International Limited, DNB (UK) Limited, Royal Bank of Canada and Banco Santander, for an initial term of three years. We also agreed a further £200 million uncommitted accordion provision (available subject to agreement of the lenders), from which we agreed an increase to the RCF of £75 million in August. We have been encouraged by the lenders' desire to seek exposure to the Digital Infrastructure sector which they view as an increasingly important market.

 

In light of the rapid, positive developments to our pipeline of investment opportunities, and our move to the Official List (see below), we have refined our Investment Policy. In February, shareholders approved an increase to the amount that can be invested in a single asset while the Company is in its initial growth phase. In addition, shareholders also approved a change to the basis on which investment restrictions are calculated, using an "Adjusted Gross Asset Value" figure which includes third-party debt funding drawn by, or available to, unconsolidated holding companies within the Group (not investee companies).

 

These changes provide us with additional flexibility to pursue larger, more value accretive assets through a higher threshold and by accounting debt funding that would ordinarily be included if we produced consolidated Group accounts. In addition, we are also able to contract on such assets without having to draw down available debt, unless otherwise necessary and thereby avoiding unnecessary interest charges; a feature which is particularly useful where there is a delay between exchange and completion on an acquisition.

 

In August, as a result of the review of the Company's eligibility for the Official List, the Company confirmed that any maintenance, repairs and expansion capital expenditure, including investment into new assets via an existing investee company, will be required to be within the overall single asset investment size restriction of 25% of Adjusted Gross Asset Value. This is in line with the Company's Investment Objective of investing in a diversified portfolio of Digital Infrastructure investments.

 

Financial Results

 

At the reporting date, the portfolio, consisting of six investments held via the Company's subsidiaries, was valued at £643 million, excluding cash, and the Company and its subsidiaries held unrestricted cash of £187 million.

 

The NAV per share was 105.13 pence at 30 June 2022, resulting in a Total Return since IPO of 13.7%, or 10.9% on an annualised basis, above the 10% target return.

 

Profit before tax was £27.4 million for the period, equal to 3.43 pence per share calculated on the weighted average number of shares in issue during the period. This was the net result of income received from investments acquired and revaluation gain arising on the investments held at fair value through profit or loss as at 30 June 2022.

 

The portfolio companies have continued to trade successfully, despite the ongoing disruptions affecting major economies and continuing to demonstrate significant and predictable forward cash flows. As at 30 June 2022, the portfolio's LTM & Run-Rate EBITDA totalled £44 million, implying a weighted average trading EV/EBITDA multiple of 13.8x. Including Ficolo and Arqiva transactions in the portfolio, the pro-forma trading EV/EBITDA multiple reduces to 13.2x. Besides the RCF at fund level, the existing portfolio currently does not include third-party debt. We expect these businesses to take on appropriate levels of debt finance in future to facilitate growth. After including Arqiva, the pro-forma net-debt-to-EBITDA ratio increases to 5.9x.

 

Distributions and Share Price

 

We are targeting a total dividend for the year of 6 pence per share, payable quarterly, underpinned by robust long-term contractual payments. I am pleased to report that we have declared dividends totalling 3.0 pence per share in respect of the six month period to 30 June 2022, in line with our target.

 

The share price over the first six months of the year has performed well, with closing share price at 30 June 2022 of 110.60 pence per share. Furthermore, the shares have typically traded at a premium to the prevailing NAV (c. 5% premium to NAV per share at the period end) with increasing liquidity, reflective of our strong and growing shareholder base.

 

We have also initiated a programme of enhanced shareholder engagement, including multiple site visits to our new Volta data centre in London with a number of our key shareholders and prospective new investors.

 

We continue to believe that there is a significant market opportunity for Digital Infrastructure investments and are confident that delivering on our outlined strategy will continue to support our share price performance.

 

Total Shareholder Return since IPO, based upon share price movements and assuming reinvestment of dividends, was 16.7%, reflecting the increase in share price from IPO to 30 June 2022. This equates to an annualised Total Shareholder Return of 13.3%.

 

Transfer to Premium Segment

 

In August 2022, we were pleased to announce we had received approval from the Financial Conduct Authority ("FCA") for the inclusion of the Company's shares in the Official List of the FCA and the transfer of trading to the Premium Segment of the Main Market of the London Stock Exchange.

 

We believe that the transfer of trading platform and inclusion in the Official List will benefit the Company with: an increased profile as an investor, potentially unlocking further attractive investment opportunities; diversification of the share register, with access to blue chip UK and international investors; and further liquidity in our shares from potential inclusion in the FTSE indices and greater retail investor participation. In turn, we expect this to enable us to achieve the ambitions of our shareholders by continuing to grow the Company, providing further access to the Digital Infrastructure investment opportunity and benefiting from further portfolio diversification and economies of scale.

 

Outlook

 

The digital transformation of our societies has been evident over the last few decades, but no more so than in the last two years. The Covid-19 pandemic dramatically accelerated the key drivers and trends already fundamental to the growth in demand for Digital Infrastructure. I believe that, as a result of these societal shifts and the clear and urgent global requirement to grow in an environmentally sustainable way, we are at the dawn of a much broader transformation which supports the long-term investment case of the Company and provides the Board with confidence in its future prospects.

 

That said, the deeply distressing events unfolding in Ukraine and the after-effects of the pandemic have far-reaching implications for the world, the economy and capital markets. For us, these events highlight the need for: robust inflation protection mechanisms in our investment portfolio; security of income both on an absolute basis and in respect of currency exposure; and access to reliable power sources with price protection.

 

We believe that the quality and growth of our portfolio companies, supported by inflation protections at contract level, positions us well to steer through the current economic backdrop. For example, Verne Global has a 10-year fixed power supply contract for 100% baseload renewable electricity. We have no exposure to Russia or eastern European territories and our currency exposure is primarily to US Dollars, Sterling and Euro. We will, however, continue to remain vigilant in maintaining a resilient portfolio, particularly when considering future data centre acquisitions and their associated power terms.

 

We intend to build on our initial cornerstone investments into Aqua Comms and Verne Global. The addition of Host Ireland, Volta, Ficolo and Arqiva into our portfolio continues our focus on global investment into the critical infrastructure that underpins the digital transformation. Digital inclusion and environmental impact will continue to be at the heart of all our investment decisions. The internet is fundamental to all our futures. We are committed to helping to shape that future, and we are leading the way in promoting carrier-neutral connectivity globally, and in democratising access to critical sustainable digital infrastructure.

 

Phil Jordan

Chair

13 September 2022

 

 

 

 

INVESTMENT MANAGER'S REPORT

 

Review of the period

 

As already outlined in the Chair's statement, the macroeconomic backdrop for the first half of this year has presented the global economy with significant challenges to navigate. Nonetheless, we believe D9 is well positioned to tackle these obstacles due to the resilience of our business model. This is based upon the strength of the investments we have made and the robustness of the contracts in place with high quality counterparties, as well as inflation protections, all whilst delivering critical Digital Infrastructure.

 

Our cornerstone growth platform investments into Aqua Comms and Verne Global created a launchpad for D9 from which to enable further accretive investment into the subsea and data centre sectors. The investments are aligned to our wider strategy of bridging the digital divide, decarbonising digital infrastructure and generating sustainable returns for our Shareholders. As we continue to build the portfolio, we believe further accretive opportunities will continue to compound, as represented by the synergistic acquisitions of Volta and Ficolo earlier this year. We also made our first investment in the wireless space, Host Ireland. D9 now has four growth platforms, with subsea, Nordic data centres, wireless IoT and SeaEdge landing stations.

 

Market Review

 

Any business that requires the internet to function is reliant on Digital Infrastructure in order to operate. In essence, the greater the demand for the internet, the greater the need for the infrastructure to support it.

 

Digital Infrastructure is a growing asset class with strong fundamentals that requires more than $400 billion of annual invested capital, growing year-on-year. It is also growing rapidly as our demand and dependency on the internet continues to increase. This demand continues to be driven by a set of growth pillars, which have been accelerated by Covid-19's impact on lifestyles, work practices and the global supply chain.

 

More users: There are almost 3 billion people yet to be connected around the world, 850 million coming online in next 2 years.

 

More devices: There will be an estimated 30 billion networked devices by 2023, nearly half of which will be machine-to-machine.

 

Consuming more data: A connected car will create 25GB of data per hour, equivalent to nearly 30 hours of HD video.

 

At faster speeds: Amazon claims that every 100 milliseconds of latency costs them 1% in sales.

 

Portfolio Overview

 

During the period, D9 continued to build out a diversified portfolio of high quality assets by acquiring a further two companies in Host Ireland and Volta Data Centres, with the acquisition of Ficolo completing as a post balance sheet event, and Arqiva expected to complete in the second half of 2022 pending customary regulatory approvals. The portfolio now consists of eight attractive and complimentary investments (including Arqiva), with four high-quality growth platforms comprising best in sector operators, benefitting from accretive convergence value throughout the portfolio. The below table show the portfolio sector splits as at 30 June 2022, and on a pro-forma basis including the acquisitions of Ficolo and Arqiva.

 

Sector breakdown:

 

Sector	30 June 2022	Pro-Forma
Data Centre	55%	44%
Subsea Fibre	37%	22%
Wireless	8%	34%
Terrestrial	0%	0%

 

Five of these assets were secured in bilateral transactions, highlighting the access and attractiveness of D9's $300 billion of expertise and clear purpose of improving connectivity, bridging the digital divide, and environmentally sustainable investments in digital infrastructure. The diversity and resilience now built across the portfolio puts D9 in a strong position to tackle the economic headwinds we are experiencing today in the short term, and prosper in the longer term.

 

Our focus since IPO has been on investments with long-term contracted income, with some form of inflation protection, in major currencies.

 

•         Long-term contracts

We have invested in businesses with high revenue visibility, with the fund now having a weighted average contract term for recurring revenue of 7.7 years (see table below). This is part of our investment philosophy, with investments underpinned by diversified contract stacks with high-quality counterparties.

 

7.7 years - Weighted average contract term for recurring revenue across the portfolio

1-3 years	14%
3-5 years	12%
5-10 years	39%
10+ years	35%

 

 •        Inflation protection

Amidst an economic backdrop of record inflation levels not seen in decades, we believe D9 is well positioned to cope with the risks arising from rising inflation with 69% of recurring revenues benefitting from a form of inflation protection at underlying contract level (see table below). The remaining 31% are shorter term contracts which would be repriced in line with inflation when up for renewal.

 

69% - Recurring revenues with some form of inflation protection ¹

RPI / CPI linked with no cap	58%
Fixed uplift of 2% to 5% (2.6% weighted average)	10%
CPI / RPI / PPI linked with a cap of 2% to 3%	1%
Total	69%

 

•         Currency exposure

Currency markets have fluctuated as central banks respond to rising inflation by increasing interest rates and adopting a contractionary monetary policy. D9 has 99% exposure to major currencies (GBP, USD, EUR), offering a balanced currency mix to major economies.

 

99% - Exposure to major currencies ²

GBP	57%
USD	24%
EUR	18%
ISK	1%

 

 Notes:

1     A portion of the inflation protection (from Arqiva) is subject to swaps. Inflation metrics are shown pro forma the acquisition of Arqiva. Note, Arqiva has predominantly uncapped, 0% floor, RPI-linked escalators within its core customer contracts. Taking advantage of the favourable and high proportion of inflation-linked revenue in the underlying business, Arqiva has Inflation Linked Swaps on its fixed rate bonds expiring in 2027. Swap payments are financed by the inflation linked customer contracts that run beyond 2027.

 

2       Based on asset GAV at 30 June 2022 (unaudited), including Ficolo Oy and Arqiva.

 

 

Investment Approach

 

D9 is promoting a faster, fairer and cleaner internet globally. The fund is purpose driven to seek investments that increase connectivity globally and improve the sustainability of Digital Infrastructure.

 

We target investment opportunities which align to the UN SDG9, have high revenue visibility, and benefit from high-quality management teams with a comprehensive understanding of the sector. Additionally, we target attractive growth platforms with accretive convergence value by driving the breadth and depth of customer relationship across global tech and telecom operators. Through this investment approach, we aim to build a global platform that promotes scalability, flexibility, reliability and neutrality across the Digital Infrastructure value chain.

 

We intend to build upon our deep sectoral expertise within the Digital Infrastructure ecosystem - with over $300 billion of transaction experience - by optimising network convergence across our investments amidst a rapidly shifting landscape. Our ultimate focus is to provide a network and infrastructure which offers high reliability and superior experience consistent with SDG9. This in turn will deliver long-term, reliable returns to our shareholders, portfolio companies and investments.

 

Our environmentally sustainable investments include decarbonising data centres by shifting energy-intensive data processing to areas of abundant green energy.

 

The internet is the lifeblood of the future. We are leading the way in carrier-neutral connectivity, democratising access to the internet, and bridging the digital divide.

 

Investment Performance

 

Subsea Fibre

 

D9 has made two investments into the subsea fibre industry, Aqua Comms and EMIC-1. EMIC-1 is currently a standalone subsea fibre cable undergoing development expected to be ready for sale ("RFS") in 2024, before which point it will become part of Aqua Comms' subsea fibre platform, offering connectivity from Europe to India, via the Middle East.

 

We are pleased with the platform's performance over the period. The platform finished the first half of 2022 with revenues of £14 million, a 5% uplift on the final six months of 2021 and 10% increase on the same period last year. It generated EBITDA of £7 million over the first six months, a 19% uplift on the previous six months and a modest increase over the same period last year.

 

Aqua Comms

 

Aqua Comms is a leading carrier-neutral owner and operator of subsea fibre systems. Its cables benefit from a long-established customer base of global tech and telecoms carriers. Aqua Comms is the owner and operator of 15,000km America Europe Connect-1 (AEC-1), America Europe Connect-2 (AEC-2), and CeltixConnect-1 (CC-1). New systems that have come online or are coming online imminently are America Europe Connect-3 (AEC-3), CeltixConnect-2 (CC-2) and North Sea Connect (NSC), expanding Aqua Comms network to 20,000km.

 

Operational highlights during the year included:

 

•        In February 2022, the final splice on the Havhingsten system went live. This system comprises of two cables: CeltixConnect-2, from Dublin, Ireland to Blackpool, UK, including Isle of Man; and NorthSeaConnect-1, connecting Newcastle, UK to Houstrup, Denmark. The NorthSeaConnect-1 cable lands in D9's SeaEdge UK1 landing station data centre in Newcastle.

 

•         In May 2022, Aqua Comms entered into a new memorandum of understanding ("MoU") with Celtic Norse in relation to the development of the Celtic Norse-1 subsea cable system, which will run between the West Coast of Ireland and Trondheim, Norway. Celtic Norse-1 will address the growing demand for reliable and resilient data centre interconnectivity and provide a diverse international fibre route into the Nordics from a recognised Atlantic hub. We expect that the contract will be in force by year-end.

 

•        We are also expecting Aqua Comms to launch the AEC- 3 subsea fibre cable at the start of 2023, providing connectivity from the US to the UK, adding further resilience to its existing transatlantic AEC-1 and AEC-2 fibre network links.

 

•     Looking ahead, customer pipeline development remains the biggest management priority. We are encouraged by customer engagement and Aqua Comms is actively working towards presales on the AEC-3 (RFS: 2023) and EMIC-1 (RFS: 2024) routes, and large capacity sales on Havhingsten while continuing to grow the customer base on the existing Atlantic network.

 

EMIC-1

 

In July 2021, D9 entered into definitive agreements to deploy a further £50 million over a three-year period into the development of a new 10,000km intercontinental fibre system, alongside a leading global content provider. The new system is an innovative, carrier-neutral network platform between Europe, the Middle-east and India comprising subsea and terrestrial fibre assets which will connect key locations in these regions. Aqua Comms markets and operates this route under the name Europe Middle-East India Connect 1 (EMIC-1).

 

At the project's inception, the Company entered a partnership with Meta to develop the cable and receive one fibre pair on the system. This agreement committed £22 million as previously reported, including equipment orders.

 

Subsea fibre cable developments require further agreements to be entered into to deliver an operational product, such as securing land rights to lay cables, regulatory licenses to sell telecom services to customers in certain jurisdictions, amongst other key components. Since the previous reporting period, the Company has completed two critical landing and terrestrial fibre crossing agreements with Telecom Egypt, Egypt's first integrated telecom operator and one of the largest subsea cables operators in the region, along the EMIC route and a licensing agreement with an independent telecom services provider. All told, these agreements commit a further £20 million of capital, bringing total commitments to date of £42 million.

The Company has released £9 million to date for equipment orders and milestone payments.

 

Data Centres

 

The data centre platform continues to grow, both organically and through acquisitions. Since the start of the year we have acquired two data centre businesses in Volta (central London, UK) and Ficolo (three campuses across Finland), which deliver on D9's Metro and Nordic data centre strategies, respectively. They are an excellent complement to the Verne Global platform, with clear synergies having been identified and exceeding expectations at the point of acquisition.

 

We are excited by the growth prospects for the sector, particularly as we continue to educate our customers about the financial and environmental benefits of shifting latency-insensitive data sets to the Nordics with its abundance of cheap, renewable power.

 

The portfolio now consists of four investments (Ficolo as a post balance sheet event), generating £54 million in revenue and £31 million in contracted run-rate EBITDA (figures at 30 June 2022).

 

D9's Nordic data centre portfolio now has 63MW of IT capacity with total potential capacity up to 190MW on the existing four campuses.

 

Verne Global

 

Verne Global is an operational data centre platform which offers flexible, scalable, and highly optimised data centre infrastructures, uniquely located all within the same campus in Iceland. Verne Global's primary asset is a 40-acre former NATO site. It is powered by predictably priced 100% renewable energy that is drawn from one of the world's most affordable and stable grids.

 

Verne Global outperformed its budgets in 2021, and has started the year strongly, despite equipment delays slowing growth. It continues to establish itself as a market leader for high performance compute services in the Nordics and Europe. Its revenues have grown 30% compared to the same six-month period last year to £18 million, with EBITDA rising 46% to £11 million, with a margin of over 60%. Due to this continued growth, the implied acquisition price of Verne Global is at a 12x run-rate EBITDA multiple, compared to the 20x paid at acquisition in September 2021.

 

In January 2022, D9 announced a follow-on investment of $93 million (£69 million) in Verne Global over a 12-to-18-month period to fund the expansion of capacity by a further 20.7MW in response to accelerated customer demand from new and existing customers. This will take total capacity at Verne Global to approximately 40MW out of a possible 100MW on the existing campus. Since this announcement, Verne Global has continued to build and sell capacity and expects further demand driving more investment into the platform. Once this expansion is complete and sold, the effective EBITDA multiple will reduce to below 9x based on its latest valuation.

 

Other highlights during the first half of the year included:

 

•         The first half of the year's commercial activity was dominated by the construction and development of new capacity, some of which is already complete and the remaining capacity will be completed in 2023.

 

•      There have been multiple expansions of capacity from existing customers, particularly in the financial services industry, which continued to see significant growth in demand.

 

•     A further key focus has been the development of key operational sustainability metrics, which will be reported in detail during the year and will help identify Verne Global as a market leader for sustainability.

 

SeaEdge UK1

 

D9 owns the underlying real estate of the SeaEdge UK1 (also known as Stellium DC1) data centre asset and multiple subsea fibre landing stations. It is located on one of the UK's largest purpose-built data centre campuses in Newcastle. The asset is leased on fully repairing and insuring terms to the tenant and operator, Stellium Data Centres Limited, via a 25-year occupational lease, with just under 24 years remaining. The lease benefits from annual reviews tied to the higher of 3% or RPI. The triple net lease with the operator delivers on D9's yield at acquisition with a starting rent of £1 million per annum.

 

Volta Data Centres

 

Volta is a premier data centre facility providing 6MW of retail co-location services. Located in the centre of London, Volta delivers state-of-the-art certified and accredited data services for its diversified customer base, including the finance, media, tech, telecom and energy sectors. Its carrier-neutral facility has over 40 networks available, ranking it in the top 10 for connectivity amongst all London data centres, and first amongst independents. In line with the Company's ambition to decarbonise digital infrastructure, Volta sources its power from renewable energy sources and is the 8th most energy efficient data centre in London by PUE (and leading amongst the independent providers). D9's acquisition of Volta delivers on our metro edge data strategy, identifying facilities located in or near urban centres offering robust connectivity to customers requiring low latency solutions.

 

Although only recently joining the portfolio, since acquiring Volta, we have adopted a hands-on approach with the Verne Global team taking on the day-to-day operations within the facility. This includes negotiating new and existing customer contracts, implementing a hedged power procurement strategy and designing the expansion within the facility as it builds towards full capacity over the coming years. This will include a new 2.1MW contract with a key financial services customer, bringing total utilisation to 4.2MW out of a total available 6MW.

 

We will continue to promote convergence value across our various data centre strategies, including our broader Nordic data centre platform, as we educate UK customers on the benefits of shifting energy-intensive, latency-insensitive data workloads into the Nordics.

 

Ficolo Oy

 

Ficolo is a leading Finnish data centre and cloud services platform. It has ultra-modern infrastructure, spread across three campuses (The Air, The Rock and The Deck) with industry-leading sustainability credentials and surplus heat distribution, offering a full suite of cloud infrastructure, connectivity and cybersecurity services.

 

Ficolo was acquired after the reporting date and we are delighted to add such a complementary business with similar values and ambitions for growth to the portfolio. This acquisition expands D9's Nordic data center portfolio and continues to deliver on our strategy of sustainable data storage.

 

Ficolo has a large presence in Finland, with available data centre capacity of c. 23MW, and further expansion potential on its existing sites to c. 90MW, employing an innovative, proprietary modular design to quickly respond to increasing customer demand and optimise costs. In particular, The Air facility in Helsinki has an additional 11MW planned to be added within the next three years, with up to 60MW further capacity on available land. The Air is a climate neutral data centre that fulfils all the requirements for cloud service delivery - for every cloud.

 

Wireless Infrastructure - Fixed Wireless Access

 

This year D9 completed its first investment in the Fixed Wireless Access sector through the acquisition of Host Ireland.

 

Host Ireland

 

Host Ireland is a leading enterprise broadband provider that owns and operates the highest capacity licensed Fixed Wireless Access ("FWA") network in Greater Dublin. The company provides high-quality, wireless connectivity to 1,600 enterprise customers, including multinational corporates, government bodies and technology companies. Host Ireland Business Broadband was launched to address the growing requirement for affordable high speed broadband in the greater Dublin area. Since then, they have grown to become the largest wireless Internet Service Provider ("ISP") in the greater Dublin region and are continuing to connect businesses from small professional services, retail and hospitality to some of the largest multinationals in the world. This is D9's first investment into wireless infrastructure and is in line with the fund's focus on supporting the UN Sustainable Development Goal 9, by providing lower cost and latency connectivity to Irish businesses.

 

For the first half of 2022, Host Ireland generated revenues of £4 million and adjusted EBITDA of £2 million (adjusted for transaction expenses) showing steady growth relative to comparable figures last year.

 

Since D9 acquired Host Ireland, the business has continued its operations and is now looking to expand its network beyond the Dublin region into other key metro regions in Ireland and Northern Ireland, including Belfast, Cork and Galway.

 

Wireless Infrastructure - Internet of Things

 

In June 2022, D9 announced its first investment into the wireless infrastructure - Internet of Things sector through an agreement to acquire a 52% economic stake in UK broadcast provider, Arqiva, with completion subject to customary regulatory approvals. We expect this to complete in Q4 2022 and look forward to updating investors on performance in the 2022 Annual Report.

 

Arqiva

 

Arqiva is the only UK provider of national terrestrial TV and Radio broadcasting and has a leading national Internet of Things (IoT) utilities connectivity platform.

 

It owns critical national UK infrastructure, including c. 1,450 broadcast transmission sites, reaching 98.5% of UK households and carrying freeview into 24 million households every day. Its innovative smart meter network boasts 12 million users, generating 50 million daily data points.

 

We believe the IoT platform provides a unique growth opportunity given its position in the market, whilst its core, mature, cash-generative business benefits from long-standing relationships with high-quality customers, some spanning more than 80 years.

 

Terrestrial Fibre

 

D9 is yet to make an investment into the terrestrial fibre sector but we are actively progressing several transactions which we hope to be able to update investors on before the year-end.

 

Valuation Performance

 

The portfolio has held up to a challenging economic backdrop with the interim valuation reflecting an uplift of 10.6% since December 2021, with Aqua Comms increasing by 12% and Verne by 4%. The other portfolio investments have been held at fair value at investment cost (see "Investments held at cost" below).

 

For the interim valuation, and going forward, we have refined our valuation methodology from a Free cash flow to the Firm ('FCFF') value to a Free cash flow to Equity ('FCFE') basis, applying the cost of equity as the discount rate to the relevant equity cash flows, rather than a blended WACC including the cost of debt. In consultation with our auditors, we have adopted this approach to reflect the methodology of other listed investment trusts and to account for the currently unlevered status of the assets and expected evolution to an optimal capital structure over time. This refinement has a one-time impact of dampening valuations due to the higher discount rate applied. The fair value for each investment is derived from the application of an appropriate market discount rate and period-end foreign exchange rate.

 

·    Discount rates: The discount rates applied to valuation are driven by each portfolio company's cost of equity. This considers specific risks associated with the company, which may be differentiated by the phase of the investment's life (e.g. in construction or in operation) and evolve over time. As at 30 June 2022, the weighted average cost of equity across the portfolio was 13.7%, which increased from 13.2% as at 31 December 2021.

 

There are several components of the discount rate which have impacted the cost of equity and            which we expect to shift over time (both positively and negatively):

 

o    Risk free rates: Aqua Comms and Verne Global are both dollar-denominated businesses and the risk-free rate applied is derived from long-term US treasury yields. These have risen materially during the period from 1.9% to 3.2% as the Federal Reserve has raised interest rates to combat inflation. This has the impact of increasing the cost of equity.

 

o  Company risk premium: As we are valuing each investment separately, we are currently applying an appropriate cost of equity for each investment taking into account the company size and maturity of ownership. As the businesses grow and execute on their investment plans, one could expect the company risk premiums to reduce over time, thereby reducing the cost of equity.

 

·    Investments held at cost: All investments are held at fair value in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IFRS 13 and IFRS 9. This typically takes the form of a discounted cash flow valuation approach which forms the basis of making judgements about the fair value of assets not readily available from other sources. For assets acquired during the period, the most readily available and observable fair valuation of the asset is considered to be the investment cost. It has been assumed that investments acquired during the period (Host and Volta) and development or property assets (EMIC-1 and SeaEdge UK1) are valued on a fair value basis at investment cost. These valuations have been reviewed by the Company's auditor as part of their interim review procedures and will also be reviewed as part of the year-end audit carried out during the annual reporting period post year end in December 2022. As the portfolio has grown and diversified during the year, this may dilute valuation performance across the group, although the dilution impact is expected to reduce as the Company achieves scale.

 

·    Foreign exchange: As Aqua Comms and Verne Global are dollar-denominated businesses, they are valued in dollars, and then converted into British pounds.

 

We remain enthusiastic about the performance of our investment companies. The global digital transformation of our societies is continuing to accelerate the underlying fundamentals that drive the Digital Infrastructure sector. We look forward to updating our shareholders further in due course.

 

Pipeline

 

Whilst D9 has built a diversified portfolio, we continue to seek investment opportunities which would complement the portfolio and investment strategy. Activity and competition for high quality Digital Infrastructure projects remains strong as we expect the market will begin to recognise the sector as core infrastructure. New entrants from the wider infrastructure sector are coming into the market seeking diversification from their existing portfolio in response to the impact of the Covid-19 pandemic and are attracted by its resilience demonstrated during this period. Nevertheless, a combination of our alignment to the UN SDG9 and improving connectivity globally, our subsea and data centre platforms, as well as our team's sectoral specialism, gives us a unique advantage in competitive processes and bilateral opportunities.

 

As such, we continue to build out our strong pipeline of opportunities. The pipeline is spread across the subsectors and is reflective of the longer-term asset mix we intend to achieve for D9. At a target £2 billion AUM, we would expect data centres and subsea fibre to form approximately 60-70% of assets, and terrestrial fibre and wireless 30-40%. The opportunities are global, primarily in the UK & Ireland, the Nordics, North America, the Middle East and Asia Pacific, with longer term opportunities in Africa and Latin America.

 

D9 has c. £1.7 billion of pipeline opportunities under consideration, including over £300 million of more immediate opportunities that the Investment Manager is actively progressing. We have secured exclusivity on over £250 million of opportunities.

 

Many opportunities are bilateral, off-market projects that are not part of a competitive process, sourced via the Investment Manager's network of relationships. These projects amount to £480 million of high-quality deal flow. While these projects can take longer to execute and ensure the necessary robust due diligence is carried out, this enables us to secure better acquisition terms. We remain encouraged by the significant and growing pipeline that the Company's investment strategy presents. The pipeline will be funded through optimising the capital structure at asset level, access to the RCF, the additional £125m accordion, co-investment opportunities and future equity raises.

 

Looking forward, we have conducted due diligence on over £2 billion of transactions during the period which did not make it through the various stages of our investment funnel, underpinning our disciplined approach to investments. Each transaction is assessed on its own merits.

 

Total pipeline:

 

Category	£m	% of total	No. of assets
Data Centre	260	15	5
Subsea	700	41	5
Terrestrial	190	11	3
Wireless	560	33	3
	1,710	100	16

 

Sustainability

 

D9's approach to sustainability remains a key element of the assessment and ownership approach for the strategy. D9 is managed as a thematic investment with ESG integration. The theme is sustainable digital infrastructure, and the Investment Manager uses Sustainable Development Goal 9 as the framework through which to manage this thematic alignment. Specifically, the manager seeks assets which contribute to connectivity increase and/or environmental sustainability, in particular decarbonisation. The manager will also consider assets where performance against this alignment could be significantly improved through ownership.

 

Examples of investments we have rejected on the grounds of poor SDG9 alignment:

 

•       A data centre opportunity housing bitcoin mining operations but obtaining its power from a gas power plant. This deal did not align to either of the SDG9 purpose-driven overlay themes, and it did not present any opportunity to engage for improvement, as a result the opportunity was not progressed beyond the initial screening stage.

 

•      A data centre opportunity housing purely bitcoin mining was rejected on the grounds of no potential to transition the capacity away from bitcoin mining to enterprise, despite the renewable energy credentials.

 

•         A data centre opportunity was rejected on the grounds of weak environmental and governance credentials. There was no strong pathway to greening the power, coupled with evidence of poor management.

 

•        A data centre opportunity based in the United States was rejected due to lack of alignment with the SDG9 purpose-driven overlay theme of Decarbonisation. This facility had unclear environmental credentials, was powered off a carbon intensive grid and had poor efficiency credentials due to a sub-optimal building layout.

 

•         A subsea cable opportunity based in Latin America was rejected as it did not address our goal of expanding connectivity globally, thus resulting in a lack of alignment with the SDG9 theme of connectivity.

 

•      Several terrestrial fibre opportunities that focus on urban areas and cities were rejected due to lack of alignment with the SDG9 theme of connectivity. The opportunities were mainly focused on overbuild and did not address the digital divide.

 

The table shows the key metrics used to track SDG9 alignment, which are reported annually, and will be reported in the 2023 annual report.

 

SDG 9 alignment		Sub sector	Metric
Target 9.4	Decarbonisation of digital infrastructure	All sub sectors	Scope 1 and 2 emissions
		Data Centre	Data Centre PUE
			% Low carbon energy use
Target 9.c.1	Increasing connectivity and reducing digital shortfall	Sub sea and terrestrial fibre	POPs - Points of presence (presented as a number)
			Kilometres of fibre
			Growth in network capacity (a % of terabyte growth)

 

 

Assets being considered for the Company are also subject to ESG due diligence across a wide range of ESG topics. These are designed to assess at a broad level (predominantly using the UN Global Compact) and then at a sub-sector specific level (predominantly using the Sustainable Accounting Standards Board and industry-specific expertise such as that from the Sustainable Digital Infrastructure Alliance). This process acts as the beginning of an on-going sustainability engagement, should the asset be brought into Digital 9 Infrastructure. Engagement activity with the portfolio companies over the prior 6 months has included, for example, maturity mapping of cyber security and establishing action for progress; identifying industry collaboration opportunities to drive forward best practice, and on-going engagement with sub-sea fibre consortium partners to deepen understanding on key environmental and social behaviours. A full update on the Company's ESG KPIs, risks and opportunities and portfolio company engagement and outcomes will be included in the next annual report.

 

Furthermore, and in alignment with the Investment Manager's commitment to sustainable investment, Triple Point has instigated plans for a net zero roadmap to establish near and long-term targets for net zero with a pathway to reduction. The Board were consulted in this process and will continue to be updated as progress is made with target implementation. Further details will be included in the next annual report. This strategy will also further inform the TCFD details, and this disclosure will also be updated at reporting year end. The strategy continues to disclose under SFDR as Article 8, and the disclosure is available on the D9 website: https://www.d9infrastructure.com/documents/.

 

Financing

 

Since the start of the year, D9 has raised aggregate gross equity proceeds of £155 million through the issue of ordinary shares in January and July 2022, bringing total gross equity proceeds raised since the IPO in March 2021 to £905 million. We were particularly pleased with investor sentiment during the July fundraise during a challenging backdrop for the equity markets witnessed by many funds.

 

Aside from equity financing, to achieve an efficient capital structure, D9 intends to introduce prudent leverage, resulting in enhanced returns for our investors. Despite rising interest rates, domestic borrowing rates remain well below our portfolio yields. In March 2022, D9 raised £300 million through its first debt facility, being a bespoke RCF with an international syndicate of four leading banks in the European infrastructure space in what was a first digital infrastructure focused RCF. RBSI acted as structuring bank, sole coordinator and bookrunner for the new facility. Following the acquisition of Arqiva later this year, we expect the facility to be near fully drawn. The RCF includes an uncommitted accordion providing £200 million, of which £75 million was agreed in August by the syndicate to support with immediate pipeline and expansion projects for our existing investments. As such, the total amount available under the RCF to date is £375 million.

 

We are thrilled with the level of lender interest received on this transaction, reaffirming the attractive fundamentals and growth prospects of this asset class and the credit quality of our existing portfolio.

 

Over the next six months, we may seek to expand the size of the RCF further, if appropriate at the time.

 

Gearing will only be used by the Company to finance acquisitions on a short-term basis, with long-term gearing likely to be applied at an investee company level.

 

Outlook

 

Looking forward for the rest of 2022 and beyond, the longer-term economic outlook has been adversely affected by a combination of supply chain issues, resulting in business disruption when ordering equipment and high inflation caused by the Covid-19 pandemic. Since the start of this year, the outlook has deteriorated further with the Russian invasion of Ukraine, resulting in sanctions on trade and significant disruption to energy markets. Fiscal and monetary policies in the US and Europe have had to react to the impact of the pandemic and the war, including measures to combat inflation, manage borrowing levels and address the rising costs of living.

 

Whilst the direct impact of Russia's invasion of Ukraine on our portfolio is limited, we will continue to monitor its impact on the broader political and economic environment.

 

Notwithstanding the various economic headwinds, the high revenue visibility and inflation adjusted contracted revenues of the sector will continue to provide a robust and attractive investment opportunity to own and invest in sustainable digital infrastructure. Furthermore, although competition and interest in the sector has increased, we remain confident in the strengths of the investment team and strategic approach to the sector.

 

Thor Johnsen

Head of Digital Infrastructure

13 September 2022

 

 

KEY PERFORMANCE INDICATORS

 

In order to track the Company and/or Group's progress, the following key performance indicators are monitored:

 

KPI AND DEFINITION	RELEVANCE TO STRATEGY	PERFORMANCE	EXPLANATION
1. Dividends per share (pence)
Dividends paid and declared on every ordinary outstanding share in relation to the period.	The dividend reflects the Company's ability to deliver a growing income stream from the portfolio.	The Company is targeting a dividend of 6.0 pence per share for the year ending 31 December 2022, equivalent to 3.0 pence per share in respect of the period from 1 January 2022 to 30 June 2022.1 (see note 9)	The Company has paid or declared dividends of 3.0 pence per share in respect of the period from 1 January 2022 to 30 June 2022, in line with our target.
2. Total return (%)2
The increase in share price and dividends paid per share.	The total shareholder return highlights the gross return to investors including dividends paid.	13.4% (10.7% annualised) in respect of the period from IPO to 30 June 2022.	A medium-term total return target of 10% per annum was set out at IPO.
3. Total shareholder return (%)2
The increase in NAV in the period and dividends paid per share in the period.	The total return highlights the underlying performance of the portfolio's investment valuations, including dividends paid.	16.7% since IPO, or 13.3% annualised	A medium-term total shareholder return target of 10% per annum.
4. Earnings per share (pence)
The post-tax earnings attributable to shareholders divided by weighted average number of shares in issue over the period.	The EPS reflects our ability to generate earnings from our investments including valuation increases.	3.43 pence per share for the period from 1 January 2022 to 30 June 2022. (see note 14)	EPS is based on earnings and including the fair value gain on investment, calculated on the weighted average number of shares in issue during the period
5. NAV per share (pence)
NAV divided by number of shares outstanding as at the period end.	The NAV per share reflects our ability to grow the portfolio and to add value to it throughout the life cycle of our assets.	105.13 pence per share. (see note 15)	This is an increase of 7.3% since IPO driven by growth in the underlying valuation of the Company's investments.
6. Cash dividend cover2
Operational cash flow divided by dividends paid to shareholders during the year.	The cash dividend cover reflects the Company's ability to cover its dividends from the income generated by its portfolio.	Dividend cover for the period to 30 June 2022 was 53.34%. Dividend cover is measured as total dividends paid and payable at 30 June 2022, as a percentage of total operating cashflows for the Company and its subsidiaries.	D9 will monitor dividend cover as the Company continues to deploy funds.
7. Ongoing Charges Ratio2
Annualised ongoing charges are the Company's management fee and all other operating expenses (i.e. excluding acquisition costs and other non-recurring items) expressed as a percentage of the average published undiluted NAV in the period, calculated in accordance with Association of Investment Companies guidelines.	Ongoing charges show the drag on performance caused by the operational expenses incurred by the Company.	1.09% annualised.	A key measure of our operational performance. Keeping costs low supports our ability to pay dividends.
8. Points of presence (POPs)3
A Point of Presence is a discrete geographic location within the portfolio company network, containing portfolio company owned exchange equipment and allows for connection into the wider network.	Points of presence represent a physical demonstration of the fibre networks distribution to a wider set of customers. We seek growth in this value over time.	17	POPs, with kilometres of fibre and growth in network capacity provide a picture of the connectivity provided by the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as a result of the Company's investments.
9. Kilometres of fibre3
The total length of fibre (operational and in development) owned or part-owned by portfolio companies4.	Kilometres of fibre represent a physical demonstration of the fibre networks presence. We seek growth in this value over time.	32,000 km	Kilometres of fibre, with POPs and growth in network capacity provide a picture of the connectivity provided by the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as a result of the Company's investments.
10. Growth in network capacity3
The increase in sold capacity across fibre networks, between two points in time.	Growth in network capacity represents the network's ability to respond to and deliver on demand for more connectivity. We seek a positive percentage growth year on year.	7%	Growth in network capacity, with kilometres of fibre and POPs provide a picture of the connectivity provided by the Company. These KPIs are intended to be tracked over time and their growth demonstrate an increase in connectivity as a result of the Company's investments.
11. Power Usage Effectiveness (PUE)3
PUE is the total energy entering a datacentre divided by the energy used by IT equipment inside the datacentre.	PUE is a measure of our energy efficiency and represents the decarbonisation of our investments either through targeting assets with the most advanced energy efficiency practices, or through improvements of existing systems. The decarbonisation measure reflects the Company's success in aligning to SDG9, target 9.4.	1.22 5	PUE is applicable to Data Centre assets and represents an important measure in the environmental sustainability of an asset. Efficiency and increases in efficiency can contribute to a lower carbon emission and better use of natural resource. Industry average is commonly reported to be 1.3 in cold air temperature locations and 1.4 in warm air temperature locations.

Notes:

 

1        The target dividend is a target only and not a forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the Company's expected or actual future results.

2         Alternative Performance Measure. See Unaudited Performance Measures for further information.  

3         As at 31 December 2021. This figure will be reported annually in the Company's Annual Report.

4         Total kilometres of fibre owned or part-owned 32,035km (14,268km operational; 17,767km in development).

5         This figure includes power used in construction. The unaudited number excluding construction is 1.18.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The table below sets out what we believe to be the principal risks and uncertainties facing the Group. The table does not cover all of the risks that the Group may face. The Board defines the Group's risk appetite, enabling the Group to judge the level of risk it is prepared to take in achieving its overall objectives. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this report may also have an adverse effect on the Group.

 

	Risk Description	Risk Impact	Risk Mitigation	Impact	Likelihood
1.	Expensive or lack of capital may limit our ability to grow and pay a progressive dividend.	Without sufficient capital at sustainable rates, we will be unable to pursue suitable investments in line with our Investment Policy. This would significantly impair our ability to pay dividends to shareholders at the targeted rate.	D9 has the ability to put in place a placing programme which would give the Company the ability to fund the acquisition of further Digital Infrastructure assets in line with its Investment Policy, raising further equity capital on an "as needed" basis. This should enable D9 to capitalise on its strong pipeline of internal and external investment opportunities, acquiring high quality assets with a wide geographical spread, while minimising cash drag.	Moderate to High	Moderate to High
2.	Risk of volatility in supply and cost for power supply for data centres in investee companies.	Data centres require a high and constant supply of power, and fluctuations in power may result in reduced or no service.   In addition, increasing energy prices may result in a reduction of revenue and profits for the investee companies.	Verne Global has strong relationships with both Landsvirkjun and Landsnet (renewable power suppliers in Iceland) which will help ensure the availability of supply of power for future needs as demand increases.   Verne Global continues to work with the local grid providers to ensure investment in higher power capacities continue.   D9 has identified a fixed cost structure for Volta which is being implemented and passed on to customers.	Moderate	Moderate to High
3.	Competitive markets, including where a well funded competitor enters the market or aggressively acquires market share across the respective markets and segments of D9's investee companies, which may adversely affect the revenue and margins of D9's investments.	D9 invests in an increasingly competitive environment, as new investors seek to invest into the sector from traditional infrastructure or other sectors. Global content companies, such as the FAANGs, may choose to invest in the infrastructure directly, rather than as a customer. This increased competition could make it harder to find new assets, access good pricing and gain market share.   Such competition creates pricing risk when bidding on target acquisitions, potentially driving higher pricing. This could result in the Company being out-bid on a particular asset or paying a premium. This competition can also, in certain markets, lead to a decline in prices the operators of such assets are able to charge for the services provided once acquired. As a result, this could impair D9's ability to deploy funds therefore affecting the NAV, the Company's earnings and returns to Shareholders.	Before acquiring assets, the Investment Manager carries out thorough due diligence and applies realistic assumptions to ensure the total return target can be met. Where possible, the Investment Manager seeks to secure off-market assets with strategic benefits through an alignment with D9's other investee companies, thus avoiding competitive bidding situations.   Frequent communication between D9 and its investee companies will lead to innovative and reactive thinking regarding its services to remain competitive and adapt to emerging technologies and customer preferences.	Moderate	Moderate to High
4.	Risk of supply-chain vulnerabilities and disruptions.	D9's investee companies need to maintain and develop their assets to deliver to customers. Significant supply chain pressure could lead to an inability to meet customer contracts and/or delay in business development projects.	As part of the procurement process, due diligence is conducted on third parties and SLAs are put in place to ensure the delivery of service. All investee companies are now taking into account longer lead times in their planning and their boards continue to scrutinise planning. Inventory and accelerated capital growth investments have increased. In addition, they are managing supply chains more closely for a better understanding of vulnerabilities.	Moderate	Moderate
5.	Dependence on key personnel at the investee companies that D9 acquires.	Key personnel leaving or being incapacitated long term could impact the performance of the investee company therefore adversely impact the NAV of D9.	D9 will ensure that in any businesses it acquires that key personnel have appropriate incentive and succession plans in place.	Moderate	Moderate
6.	Reliance on the Investment Manager.	We rely on the Investment Manager's services and its reputation in the Digital Infrastructure market. As a result, our performance will, to a large extent, depend on the Investment Manager's abilities in the market. Termination of the Investment Management Agreement would severely affect our ability to effectively manage our operations and may have a negative impact on the share price of the Company.	Unless there is a default, either party may terminate the Investment Management Agreement by giving not less than 12 months' written notice, with such notice not to expire before the fourth anniversary of the date of admission. The Board will regularly review and monitor the Investment Manager's performance. In addition, the Board meets regularly with the Manager to ensure that we maintain a positive working relationship.	Moderate	Moderate
7.	Investments not performing in line with expectations.	Investments not performing in line with expectations may reduce the returns for shareholders and may adversely impact the NAV, which may lead to the Company failing to achieve its Investment Objective and target returns.	Thorough due diligence is carried out and where possible valuations will be carried out by third parties.   There is active portfolio monitoring to ensure any under-performance is identified early and allow corrective action to be taken. In addition, directors with extensive industry expertise are appointed to the portfolio company Boards.	Moderate	Moderate
8.	Interruptions or poor-quality services to our customers as a result of failure of infrastructure, equipment and/or third-party networks.	D9's investee companies rely on infrastructure and technology to provide their customers with a highly reliable service. There may be a failure to deliver this level of service as a result of numerous factors. Failure to deliver may breach performance conditions in contracts with customers and therefore affect revenue streams, which in turn could impact the performance of D9 and therefore adversely impact the NAV.	The Digital Infrastructure Investments in which the Group invests use proven technologies, typically backed by manufacturer warranties, when installing applicable machinery and equipment.   D9's investee companies hire experts with the technical knowledge, and seek third party advice where required   Where appropriate, there are insurances in place to cover issues such as accidental damage and power issues.	Moderate to High	Low to Moderate
9.	D9 acquires Digital Infrastructure Investments which operate in a highly regulated sector and which will be subject to the different regulatory regimes of all the countries in which they operate.	Failure of D9's investee companies to comply with their regulatory obligations and/or maintain a relevant permit or licence may result in sanctions from the applicable regulator including fines and/or the revocation of its authorisation to provide services. This could result in the relevant infrastructure ceasing to be operable and possibly subject to decommissioning requirements which may in turn, have a material adverse effect on the performance of the Company, the NAV, the Company's earnings and returns to Shareholders.	Experts are engaged to ensure compliance with all relevant regulations.   Thorough due diligence is carried out prior to completing on investments to assess the likelihood of regulatory risk taking place and in what shape it may do so. After completion, the Investment Manager and Investee Companies maintain a frequent and ongoing dialogue on the subject to ensure compliance and preparedness for any change.	Moderate to High	Low to Moderate
10.	An investee company counterparty may become insolvent, be unable to make contractual payments or terminate a contract early.	Issues may arise with counterparties that could affect their ability to make contractual payments or result in the early termination of such projects due to counterparty insolvency.   This could result in a material effect on the Group's revenue stream, resulting in a material adverse effect on the performance of the Company, the NAV, the Company's earnings and returns to Shareholders.	Prior to investing in a Digital Infrastructure Investment, the Investment Manager will undertake due diligence to assess the material contracts in place, including termination provisions and whether any such contracts are close to termination. Where possible, the Investment Manager will seek to build in suitable mechanisms to protect the Group's income stream, including the diversification of its investments. Further, the number of Counterparties in respect of a particular Digital Infrastructure Investment may be significantly diversified so as to reduce the impact of a Counterparty terminating an agreement at will, or deciding not to renew such contract on expiry.	Moderate to High	Low to Moderate
11.	Digital Infrastructure Investments, in particular data centre assets, may be vulnerable to cyber attacks and security breaches which could include unauthorised access to computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities.   In addition, attempts may be made to access the IT systems and data used by the Investment Manager, Administrator and other service providers through a cyber attack or malicious breaches of confidentiality.	Increased regulation, laws, rules and standards related to cyber security, could impact the Company's reputation or result in financial loss through the imposition of fines. Suffering a cyber breach will also generally incur costs associated with repairing affected systems, networks and devices. The effect of a cyber security breach may result in reputational damage which may affect relationships D9 has with partners, investors and other third parties, impair the ability of the Company to operate and/or expose D9 to fines and penalties which could have an effect on the Company's revenue and ultimately the Company's NAV.	Cyber security policies and procedures implemented by key service providers are reported to the Board regularly to ensure conformity. Thorough third-party due diligence is carried out on all suppliers engaged to service the Company. All providers have processes in place to identify cyber security risks and apply and monitor appropriate risk plans.	Moderate	Moderate
12.	Significant abortive costs, including financial cost and time taken.	The time and cost spent pursuing assets that are not acquired impacts on the return of the fund and the ability of the Investment Manager to make alternative acquisitions.	Internal due diligence is completed before full due diligence by external providers to limit cost in the early stage of the process if the deal is then aborted.   There is early and ongoing engagement with the Investment Manager's Investment Committee to ensure that appropriate due diligence is undertaken at each stage of the process, and deals are aborted at the earliest opportunity in the process.   Growth of the Investment Manager in size and reputation has resulted in increased ability to drive better deals, and therefore reduce aborted deals.	Low to Moderate	Moderate

 

Emerging Risks

 

Introduction of, or amendment to laws, regulations, or technology (especially in relation to climate change)

 

The global ambition for a more sustainable future has never been greater, particularly in light of recent events such as Covid-19 and various climate-related events across the globe. There is increasing pressure for governments and authorities to enforce green-related legislation. This could materially affect organisations which are not set up to deal with such changes in the form of financial penalties, operational and capital expenditure to restructure operations and infrastructure, or even ceasing of certain activities.

 

As part of our purpose-driven investment strategy and thorough ESG due diligence process, we will continue to actively seek acquisitions that deliver on sustainability targets and are aligned with our ambition to decarbonise Digital Infrastructure.

 

Increasing power prices

 

Russia's invasion of Ukraine and the disruption to power supplies (particularly gas), has resulted in significant increases in power prices across Europe, and across the Nordic countries, expected to be a short-term increase which persists long-term. We are constantly monitoring the situation and, where possible ensure that D9's investee companies can pass on power price increases to their customers.

 

Development of disruptive technology

 

The digital infrastructure sector is constantly evolving. As a result, there is a risk that disruptive technology emerges which results in current digital infrastructure assets becoming obsolete. We constantly monitor the emerging technology trends with digital infrastructure to ensure investee companies evolve their business models where required and new investment opportunities are accurately assessed.

 

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union and that the operating and financial review includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority namely:

 

•    an indication of important events that have occurred during the period and their impact on the condensed financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

•     material related party transactions in the period as disclosed in Note 11.

 

A list of the Directors is shown in the Interim Report.

 

Shareholder information is as disclosed on the Digital 9 Infrastructure plc website.

 

Approval

 

This Directors' responsibilities statement was approved by the Board of Directors and signed on its behalf by:

 

 

Phil Jordan

Chair

13 September 2022

 

 

 

 

UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2022

 

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the six month period ended 30 June 2022

 

		Six months ended 30 June 2022 (unaudited)				8 January 2021 to 30 June 2021 (unaudited)
		Revenue	Capital	Total		Revenue	Capital	Total
	Note	£'000	£'000	£'000		£'000	£'000	£'000
Income
Income from investments held at fair value		1,404	-	1,404		-	-	-
Gains on investments held at fair value	7	-	30,007	30,007		-	23,070	23,070
Interest income		-	-	-		11	-	11
Total income		1,404	30,007	31,411		11	23,070	23,081
Expenses
Acquisition expenses		-	-	-		-	(5,487)	(5,487)
Investment management fees	5	(2,514)	(838)	(3,352)		(360)	(120)	(480)
Other operating expenses		(682)	-	(682)		(423)	-	(423)
Total operating expenses		(3,196)	(838)	(4,034)		(783)	(5,607)	(6,390)
Operating (loss)/profit		(1,792)	29,169	27,377		(772)	17,463	16,691
Finance expense		(1)	-	(1)		(1)	-	(1)
(Loss)/profit on ordinary activities before taxation		(1,793)	29,169	27,376		(773)	17,463	16,690
Taxation	6	-	-	-		-	-	-
(Loss)/profit and total comprehensive (expense)/income attributable to shareholders		(1,793)	29,169	27,376		(773)	17,463	16,690
(Loss)/profit and total comprehensive (expense)/income attributable to shareholders	14	(0.22p)	3.65p	3.43p		(0.43p)	9.77p	9.34p

 

The total column of this statement is the Income Statement of the Company prepared in accordance with IAS in accordance with IFRS as adopted by European Union. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).

 

All revenue and capital items in the above statement derive from continuing operations.

 

This Statement of Comprehensive Income includes all recognised gains and losses.

 

The accompanying notes form part of these Condensed Interim Financial Statements.

 

 

CONDENSED STATEMENT OF FINANCIAL POSITION

As at 30 June 2022

 

		30 June 2022		31 December 2021
		(unaudited)		(audited)
	Note	£'000		£'000
Non-current assets
Investments at fair value through profit or loss	7	824,645		746,229
Total non-current assets		824,645		746,229
Current assets
Trade and other receivables		77		228
Cash and cash equivalents		29,868		11,311
Total current assets		29,945		11,539
Total assets		854,590		757,768
Current liabilities
Trade and other payables		(2,340)		(1,912)
Total current liabilities		(2,340)		(1,912)
Total net assets		852,250		755,856
Equity attributable to equity holders
Stated capital	8	786,565		717,547
Capital reserve		67,769		38,600
Revenue reserve		(2,084)		(291)
Total Equity		852,250		755,856
Net asset value per ordinary share - basic and diluted	15	105.13p		104.62p

 

The Financial Statements were approved and authorised for issue by the Board on 13 September 2022 and signed on its behalf by:

                                               

 

Phil Jordan

Chair                                                                                    

13 September 2022

 

The accompanying notes form part of these Condensed Interim Financial Statements.

 

 

CONDENSED STATEMENT OF CHANGES IN EQUITY

For the six month period ended 30 June 2022

 

8 January 2021 to 30 June 2021 (unaudited)		Stated capital	Capital reserve	Revenue reserve	Total
	Note	£'000	£'000	£'000	£'000
Balance at 8 January 2021		-		-	-
Transactions with owners
Ordinary shares issued		475,000	-	-	475,000
Share issue costs		(9,418)	-	-	(9,418)
Profit /(loss) and total comprehensive income/(loss) for the period		-	17,463	(773)	16,690
Balance at 30 June 2021		465,582	17,463	(773)	482,272

 

Six months ended 30 June 2022 (unaudited)		Stated capital	Capital reserve	Revenue reserve	Total
	Note	£'000	£'000	£'000	£'000
Balance as at 31 December 2021		717,547	38,600	(291)	755,856
Transactions with owners
Ordinary shares issued	8	95,201	-	-	95,201
Share issue costs		(1,865)	-	-	(1,865)
Dividends paid	9	(24,318)	-	-	(24,318)
Profit /(loss) and total comprehensive income/(expense) for the period		-	29,169	(1,793)	27,376
Balance at 30 June 2022		786,565	67,769	(2,084)	852,250

 

The accompanying notes form part of these Condensed Interim Financial Statements.

 

CONDENSED STATEMENT OF CASH FLOWS

For the six month period ended 30 June 2022

 

		Six months ended 30 June 2022		8 January 2021 to 30 June 2021
		(unaudited)		(unaudited)
	Note	£'000		£'000
Cash flows from operating activities
Profit on ordinary activities before taxation		27,376		16,690
Adjustments for:
Gains on investments held at fair value	7	(30,007)		(23,070)
Cash flow used in operations		(2,631)		(6,380)
Decrease/(Increase) in trade and other receivables		152		(74)
Increase in trade and other payables		441		702
Net cash outflow from operating activities		593		628
Cash flows from investing activities
Purchase of investments at fair value through profit or loss	7	(48,409)		(137,111)
Net cash flow used in investing activities		(48,409)		(137,111)
Cash flows from financing activities
Proceeds from issue of Ordinary Shares	8	95,201		442,012
Dividends paid	9	(24,318)		-
Cost of issue of shares		(1,879)		(9,379)
Net cash flow generated from financing activities		69,004		432,633
Net increase in cash and cash equivalents		18,557		289,770
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the half-year		11,311		-
Net increase in cash and cash equivalents		18,557		289,770
Cash and cash equivalents at end of the half-year		29,868		289,770

 

The accompanying notes form part of these Condensed Interim Financial Statements.

 

NOTES TO THE FINANCIAL STATEMENTS

For the six month period ended 30 June 2022

 

1.    CORPORATE INFORMATION

 

Digital 9 Infrastructure plc (the "Company" or "D9") 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 Company is registered with number 133380 under the Companies (Jersey) Law 1991.

 

The Company is domiciled in Jersey and the address of its registered office, which is also its principal place of business, is 26 New Street, St Helier, Jersey, JE2 3RA. The Company is tax domiciled in the United Kingdom.

 

The Company was incorporated on 8 January 2021 and is a Public Company. The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange under the ticker DGI9 on 31 March 2021. It was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and migrated to trading on the premium segment of the Main Market on 30 August 2022.

 

The Company's principal activity is investing in a diversified portfolio of critical digital infrastructure assets which contribute to improving global digital communications whilst targeting sustainable income and capital growth for investors.

 

These condensed interim financial statements comprise only the results of the Company, as its investment in Digital 9 Holdco Limited ("D9 Holdco") is measured at fair value through profit or loss.

 

2.    SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation

 

2. 

These condensed interim financial statements for the half-year reporting period ended 30 June 2022 has been prepared in accordance with International Accounting Standard 34 as adopted by European Union ("IAS 34 Interim Financial Reporting").

 

The interim report does not include all the notes of the type normally included in the annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the period ended 31 December 2021 and any public announcements made by the Company during the interim reporting period.

 

Where presentational guidance set out in the Association of Investment Companies Statement of Recommended Practice (the "AIC SORP") is consistent with the requirements of IAS 34 Interim Financial Reporting and International Financial Reporting Standards ("IFRS") the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which analyses the Condensed Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the total Condensed Statement of Comprehensive Income.

 

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

 

(a)       Investment entities

 

The sole objective of the Company and through its subsidiary D9 Holdco is to acquire Digital Infrastructure Projects, via individual corporate entities. D9 Holdco will issue equity and loans to finance its investments in the Digital Infrastructure Projects.

 

The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of an investment entity having evaluated against the criteria presented below that needs to be met. Under IFRS 10, investment entities are required to hold financial investments at fair value through profit or loss rather than consolidate them on a line-by-line basis. There are three key conditions to be met by the Company for it to meet the definition of an investment entity.

 

For each reporting period, the Directors will continue to assess whether the Company continues to meet these conditions:

 

1.    It obtains funds from one or more investors for the purpose of providing these investors with professional investment management services;

2.   It commits to its investors that its business purpose is to invest its funds solely for returns (including having an exit strategy for investments) from capital appreciation, investment income or both; and

3.    It measures and evaluates the performance of substantially all its investments on a fair value basis.

 

The Company satisfies the first criteria as it has multiple investors and has obtained funds from a diverse group of shareholders for the purpose of providing them with investment opportunities to invest in a large pool of digital infrastructure assets.

 

In satisfying the second criteria, the notion of an investment time frame is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. The intention of the Company is to seek equity interests in digital infrastructure projects that have underlying assets with a medium to long term expected life. The exit strategy for each asset will depend on the characteristics of the assets, transaction structure, exit price potentially achievable, suitability and availability of alternative investments, balance of the portfolio and lot size of the assets as compared to the value of the portfolio. Whilst the Company intends to hold the investments on a medium to long-term basis, the Company may also dispose of the investments should an appropriate opportunity arise where, in the Investment Manager's opinion, the value that could be realised from such disposal would represent a satisfactory return on the investment and enhance the value of the Company as a whole.

 

The Company's Investment Manager, and the Company's Board will regularly review the market and consider whether any disposals should be made.

 

The Company satisfies the third criteria as it measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making.

 

In assessing whether it meets the definition, the Company shall also consider whether it has the following typical characteristics of an investment entity:

 

a) it has more than one investment

b) it has more than one investor

c) it has investors that are not related parties of the entity

d) it has ownership interests in the form of equity or similar interests.

 

As per IFRS 10 a parent investment entity is required to consolidate subsidiaries that are not themselves investment entities and whose main purpose is to provide services relating to the entity's investment activities.

 

The Directors have assessed whether D9 Holdco satisfies those conditions set out above by considering the characteristics of the whole group structure, rather than individual entities. The Directors have concluded that the Company and D9 Holdco are formed in connection with each other for business structure purposes. When considered together, both entities display the typical characteristics of an investment entity.

 

The acquisitions made during the period and changes in the group structure have not impacted management's judgement and conclusion over the IFRS 10 investment entity application and the Company has applied the same accounting policies described.

 

The Directors are therefore of the opinion that the Company meets the criteria and characteristics of an investment entity and therefore, subsidiaries are measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated Financial Statements" and IFRS 9 "Financial Instruments".

 

(b)       Going concern

 

The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021, which was a year after the UK entered into its first lockdown in response to the Covid-19 pandemic. As a result, the Investment Manager and Administrator had already implemented business continuity plans to ensure business disruption was minimised and had been operating effectively whilst working remotely. All Investment Manager and Administrator staff are able to continue to assume their day-to-day responsibilities. To date, Covid-19 has not impacted the Company's ability to continue as a going concern. As a result, the Directors believe that the Company is still well placed to manage its financing and other business risks and will remain viable, continuing to operate and meet its liabilities as they fall due despite the risk of Covid-19.

 

As at 30 June 2022, the Company had cash balance of £29.9 million and the remaining uninvested cash of £164 million is held by its wholly owned subsidiary D9 Holdco for investment purpose. The major cash outflows of the Company are the payment of fees and costs relating to the acquisition of new assets, both of which are discretionary.

    

The Directors have reviewed Company forecasts and pipeline projections which cover a period of at least 12 months from the date of approval of this report, considering foreseeable changes in investment and the wider pipeline.

 

On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, the going concern basis continues to be adopted in preparing these financial statements.

 

(c)       New and amended standards adopted by the Company

 

A number of amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. The Directors do not expect the new or amended standards will have a material impact on the Company's interim financial statements. The most significant of these standards are set out below:

 

(a)       Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use.

 

(b)      Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract.

 

(c)       Amendments to IFRS 3 Business Combination: Reference to the Conceptual Framework.

 

(d)       Annual Improvements to IFRS Standards 2018-2020.

 

(e)       IFRS 17 Insurance Contracts.

 

(f)        Classification of Liabilities as Current or Non-current - Amendments to IAS 1.

 

(g)       Disclosure of Accounting Policies - Amendments to IAS 1, Practice Statement 2 and IAS 8 aiming to improve accounting policy disclosures.

 

(h)       Definition of Accounting Estimates - Amendments to IAS 8.

 

 

3.    SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

 

In the application of the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. It is possible that actual results may differ from these estimates.

 

The Annual Report for the year ended 31 December 2021 sets out the estimates, critical accounting judgements, and key sources of estimation uncertainty, made by the Directors in the application of the Company's accounting policies, at that date, which have the most significant effect on the amounts recognised in the financial statements. Other than the key sources of estimation uncertainty set out below, these estimates, critical accounting judgements, and key sources of estimation uncertainty are consistent with those applied in these condensed interim financial statements.

 

(a)         Significant judgements in applying the Company's accounting policies

 

(i)        Investment Entity

 

As discussed above in Note 2(a), the Company meets the definition of an investment entity as defined in IFRS 10 and therefore its subsidiary entities have not been consolidated in these financial statements.

 

(b)        Key sources of estimation uncertainty

 

The estimates and underlying assumptions underpinning our investments are reviewed on an ongoing basis by both the Board and the Investment Manager. Revisions to any accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

(i)        Fair value measurement of investments at fair value through profit or loss

 

The fair value of investments in Digital Infrastructure Projects is calculated by discounting at an appropriate discount rate future cash flows expected to be generated by the trading subsidiary companies and received by D9 Holdco, through dividend income and equity redemptions and adjusted in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IFRS 13 and IFRS 9.

 

Estimates such as the forecasted cash flows of the investments, are believed to be reasonable, the results of which form the basis of making judgements about the fair value of assets not readily available from other sources. Discount rates used in the valuation represent the Investment Manager's and the Board's assessment of the rate of return in the market for assets with similar characteristics and risk profile.

 

In the income approach, the discounted cashflow from revenue is forecasted over a fifteen-year period followed by a terminal value based on a long-term growth rate. The discounted cash flow comprises a bottom-up analysis of the weighted average cost of capital over time, using unobservable inputs; and calculation of the appropriate beta based on comparable listed companies.

 

The following significant unobservable inputs were used in the model:

 

·    Discount rate of 12.0% to 15.2%

·    Foreign exchange rates as at 30 June 2022

·    Inflation rate of 3%

 

The Company also used the following non-significant unobservable inputs in the model:

 

·    Long-term growth rate of 2.50%

·    Risk free rate of 3.2%

·    Pre-tax cost of debt of between 6.2% and 7.6%

The Company has also carried out sensitivity analysis of these unobservable inputs and the results are disclosed in Note 7.

 

4.    SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD

 

The Company has reviewed its exposure to climate related and other emerging business risks, but has not identified any risks that could impact the financial performance or position of the Company and its subsidiaries as at 30 June 2022.

 

The financial position and performance of the Company was particularly affected by the following events and transactions during the six months to 30 June 2022:

 

·    Raised equity of £95.2 million via placing of new Ordinary Shares. Further 88,148,880 Ordinary Shares were admitted to trading on the London Stock Exchange.

 

·   Acquisition of 100% of issued share capital of GAData Holdings Limited group (trading as Volta Data Centres, "Volta") for £45.5 million through D9 DC Opco 1 Limited, a 100% indirect subsidiary of D9. Volta wholly owns and operates a premier data centre facility based in central London, providing co-location services.

 

·   Acquisition of 100% issued share capital of Leeson Telecom Limited ("Host Ireland") for €60.6 million through D9 Wireless Opco 1 Limited, a 100% indirect subsidiary of D9. Host Ireland owns and operates the highest capacity licensed microwave-based Fixed Wireless Access network in Greater Dublin.

 

·    Digital 9 Holdco Ltd, a 100% subsidiary of D9, completed on a syndicated revolving credit facility ("RCF") for £300 million. The Company plans to use the RCF to finance acquisitions on a short term basis.

 

·    EMIC - £2.4m (USD3.5m) of costs for the construction of the Sub Sea cable in Africa were paid during the period.

 

·    Verne Global - Capex during period of £9.6m was funded by D9 Holdco for expanding the data centres In Iceland.

 

The Company has assessed its position on the significant implications of Russia's invasion of Ukraine to its business. The most significant implication for the Group is the increase in power prices which affect the data centre operators given their power consumption.

 

Verne is isolated from wider European power price movements as it has a long-term contract with an Icelandic power provider with fixed uplifts. Volta is most affected by power price given it is on the UK grid, which although does not get much of its power from Russia unlike other European countries, is not isolated from wider market movements. There are secondary impacts as a result of spiking Nord Pool prices. Volta has re-negotiated some of the contracts to pass on the increased costs to its customers.

 

For a detailed discussion about the Company's operations during the period, please refer to Investment Manager's Report.

 

5.    INVESTMENT MANAGEMENT FEES

 

  

	Six months ended 30 June 2022 (unaudited)				8 January 2021 to 30 June 2021 (unaudited)
	Revenue	Capital	Total		Revenue	Capital	Total
	£'000	£'000	£'000		£'000	£'000	£'000
Management fees	2,514	838	3,352		360	120	480
	2,514	838	3,352		360	120	480

 

The Company and the Investment Manager entered into an Investment Management Agreement on 8 March 2021 and a Side Letter dated 17 March 2021.

 

The Company and Triple Point Investment Management LLP (the "Investment Manager") have entered into the Investment Management Agreement pursuant to which the Investment Manager has been given responsibility, subject to the overall supervision of the Board, for active discretionary investment management of the Company's Portfolio in accordance with the Company's Investment Objective and Policy.

 

The Investment Manager is appointed to be responsible for risk management and portfolio management, and is the Company's AIFM. The Investment Manager has full discretion under the Investment Management Agreement to make investments in accordance with the Company's Investment Policy from time to time.

 

This discretion is, however, subject to: (i) the Board's ability to give instructions to the Investment Manager from time to time; and (ii) the requirement of the Board to approve certain investments where the Investment Manager has a conflict of interest in accordance with the terms of the Investment Management Agreement.

 

With effect from 31 March 2021, the date of admission of the Ordinary Shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, the Company shall pay the Investment Manager a management fee (the "Annual Management Fee") calculated, invoiced and payable quarterly in arrears based on the Adjusted Net Asset Value which is based on funds deployed and committed at the relevant quarter date.

 

The total amount accrued and due to Triple Point at the period end was £2 million.

 

The management fee is calculated at the rates set out below:

Adjusted Net Asset Value			Annual Management Fee (% of Adjusted Net Asset Value)
Up to and including £500 million			1.0%
Above £500 million up to and including £1 billion			0.9%
Exceeding £1 billion			0.8%

 

For the period from 1 July 2021, in the event that less than 75 per cent of the net proceeds from the issue of shares have been deployed, Adjusted Net Asset Value is the Current Net Asset Value at the previous reporting date adjusted as follows:

 

(a)      Deduction from the Current Net Asset Value for undeployed and uncommitted cash balances.

 

(b)    Addition to the Current Net Asset Value the amount equal to the total funds (if any) deployed after the Current Net Asset Value Date and before the end of the relevant Quarter.

 

In the event that 75 per cent or more of the net proceeds of all relevant issues have been deployed there will be no deduction from the Current Net Asset Value for any undeployed cash balances.

 

6.    TAXATION

 

The Company is registered in Jersey, Channel Islands but resident in the United Kingdom for taxation. The standard rate of corporate income tax currently applicable to the Company is 19%.

 

The interim financial statements do not directly include the tax charges for the Company's intermediate holding company, as D9 Holdco is held at fair value. D9 Holdco is subject to taxation in the United Kingdom.

 

The tax charge for the period is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.

 

	Six months ended 30 June 2022 (unaudited)				8 January 2021 to 30 June 2021 (unaudited)
	Revenue	Capital	Total		Revenue	Capital	Total
	£'000	£'000	£'000		£'000	£'000	£'000
Net (loss)/profit before tax	(1,793)	29,169	27,376		(773)	17,463	16,690
Tax at UK corporation tax standard rate of 19%	(341)	5,542	5,201		(147)	3,318	3,171
Effects of:
Gain on financial assets not taxable	-	(5,701)	(5,701)		-	(4,383)	(4,383)
Exempt UK dividend income	(267)	-	(267)		-	-	-
Acquisition expenses not allowable	-	-	-		-	1,042	1,042
Other disallowed expenses	-	-	-		-	-	-
Excess of allowable expenses	608	159	767		147	23	170
Total tax charge	-	-	-		-	-	-

 

Investment companies which have been approved by HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. The Directors are of the opinion that the Company has complied with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010. The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.

 

The Company has unrelieved excess management expenses of £4 million. It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.

 

The unrecognised deferred tax asset calculated using a tax rate of 25% amounts to £1 million.  The Finance Act 2021 received Royal Assent on 10 June 2021 and the rate of Corporation Tax of 25% effective from 1 April 2023 has been used to calculate the potential deferred tax asset.

 

7.    FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS

 

As set out in Note 2, the Company designates its interest in its wholly owned direct subsidiary as a financial asset at fair value through profit or loss.

 

Summary of the Company's valuation:

	Total
	£'000
At 31 December 2021:
Opening Balance on incorporation	-
Investments in D9 Holdco 1	700,727
Change in fair value of investments	45,502
As at 31 December 2021	746,229
At 30 June 2022:
Opening Balance on 1 January 2022	746,229
Investments in D9 Holdco 1	48,409
Change in fair value of investments	30,007
As at 30 June 2022	824,645

 

During the period, the Company through its subsidiary companies made further acquisitions as follows:

 

Date		D9 Subsidiaries2		Investments		Value
April 2022		D9 DC Opco 1 Limited		GAData Holdings Limited - Owns a long leasehold property and data centre operator in Central London		£45.5m
April 2022		D9 Wireless Opco 1 Limited		Leeson Telecom Limited - Operates fixed wireless access network in Dublin		€60.6m
April 2022		Digital 9 Holdco Limited		Provided Capex loans to Verne Global for the construction of data centres		£9.6m
June 2022		Digital 9 Subsea Limited		EMIC 1 - progress payments for the construction of Subsea cables		$3.5m

 

1       D9 Holdco was incorporated as a 100% subsidiary undertaking and the amount reflects the Company's investments through D9 Holdco

2       Subsidiaries of Digital 9 Holdco Limited are the companies that make acquisitions

 

Valuation process

 

The Investment Manager includes a team that is responsible for carrying out the fair valuation of financial assets for financial reporting purposes, including level 3 fair valuations. This valuation is presented to the Board for its approval and adoption. The valuation is carried out on a six-monthly basis as at 30 June and 31 December each year and is reported on to Shareholders in the annual report and financial statements.

 

Valuation methodology

 

The Company owns 100% of its subsidiary D9 Holdco. The Company meets the definition of an investment entity as described by IFRS 10, as such the Company's investment in D9 Holdco is valued at fair value. D9 Holdco's cash, working capital balances and fair value of investments are included in calculating fair value of D9 Holdco. The Company acquires underlying investments in special purpose vehicles ("SPV") through its investment in D9 Holdco.

 

The Investment Manager has carried out fair market valuations of the SPV investments as at 30 June 2022 and the Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement.

 

The main Level 3 inputs used by the Group are derived and evaluated as follows:

 

·    Discount rate: The Investment Manager uses its judgment in arriving at the appropriate discount rate using a capital asset pricing model to calculate a cost of equity that reflects current market assessment. This is based on its knowledge of the market and discussions with financial advisers in the appropriate markets and publicly available information. For instance, the appropriate beta is based on comparable listed companies in each investment's market segment. A company risk premium is also applied taking into account the investment's size and maturity, which can evolve throughout the lifetime of the investment, whereas an appropriate risk-free rate is determined based on the denomination of the investment's cashflow breakdown. As at 30 June 2022, the weighted average cost of equity across the portfolio was 13.7%, which increased from 13.2% as at 31 December 2021

 

·     Inflation: long term expected inflation rate of 3% has been applied to cash flows

 

·  Foreign exchange: foreign exchange spot rates of GBP against USD, EUR and ISK are applied where appropriate.

 

All investments are held at fair value in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IFRS 13 and IFRS 9. This typically takes the form of a discounted cash flow valuation approach which forms the basis of making judgements about the fair value of assets not readily available from other sources. For assets acquired during the period, the most readily available and observable fair valuation of the asset is considered to be the investment cost. It has been assumed that investments acquired during the period (Host and Volta) and development and property assets (EMIC-1 and SeaEdge UK1) are valued on a fair value basis at investment cost. Those investments held at cost represent 20% of the portfolio. These valuations have been reviewed by the Company's auditor as part of their interim review procedures and will also be reviewed as part of the year-end audit carried out during the annual reporting period post year end in December 2022.

 

 

Fair value measurements

 

As set out above, the Company accounts for its interest in its wholly owned direct subsidiary as a financial asset at fair value through profit or loss.

 

IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following 3 levels:

 

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., as prices) or indirectly (i.e. derived from prices); and

 

Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

 

The following table presents the Company's financial assets and financial liabilities measured and recognised at fair value at 30 June 2022 and 31 December 2021:

 

		Total	Quoted prices in active markets    (Level 1)	Significant observable inputs   (Level 2)	Significant unobservable inputs    (Level 3)
	Date of valuation	£'000	£'000	£'000	£'000
Assets measured at fair value: Investment in D9 Holdco	30 June 2022	824,645	-	-	824,645
Assets measured at fair value: Investment in D9 Holdco	31 December 2021	746,229	-	-	746,229

 

There have been no transfers between Level 1 and Level 2 during the period, nor have there been any transfers between Level 2 and Level 3 during the period.

 

The Company's investments are reported as Level 3 in accordance with IFRS 13 where external inputs are "unobservable" and value is the Directors' best estimate, based upon advice from relevant knowledgeable experts.

 

Fair value measurements using significant unobservable inputs (level 3)

 

As set out within the significant accounting estimates and judgements in note 3(b), the valuation of the Company's financial asset is an estimation uncertainty. The sensitivity analysis was performed based on the current capital structure and expected performance of the Company's investment in D9 Holdco. There were no significant inter-relationships between significant unobservable inputs that materially affect fair values. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the SPVs remains static throughout the modelled life.  The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurement and the changes to the fair value of the financial asset if these inputs change upwards or downwards by 1%:

 

Unobservable inputs	Valuation if rate increases by displayed %	Relationship of unobservable inputs to fair value	Valuation if rate decreases by displayed %	Relationship of unobservable inputs to fair value
	£'000		£'000
Discount rate (1%)	762,347	Increasing the discount rate by 1% would change the FV by (£62.3m)	898,189	Decreasing the discount rate by 1% would change the FV by £73.5m
Inflation (3%)	847,448	Increasing the inflation rate by 3% would change the FV by £22,8m	884,096	Decreasing the inflation rate by 3% would change the FV by £59.5m
Foreign exchange rates (5%)	797,997	Increasing the foreign exchange rates by 5% would change the FV by (£26.6m)	853,765	Decreasing the foreign exchange rates by 5% would change the FV by £29.1m

 

8.    STATED CAPITAL

 

Ordinary shares of no par value			30 December 2021
Allotted, issued and fully paid:	No of shares	Price	£'000
Allotted following admission to London Stock Exchange
31 March 2021	300,000,000	100.0p	300,000
10 June 2021	166,666,667	105.0p	175,000
1 October 2021	255,813,953	107.5p	275,000
Ordinary Shares at 30 June 2021	722,480,620		750,000
Dividends (note 9)			(17,837)
Share issue costs			(14,616)
Stated capital at 31 December 2021			717,547

 

Ordinary shares of no par value			30 June 2022
Allotted, issued and fully paid:	No of shares	Price	£'000
As at 1 January 2022	722,480,620		717,547
Allotted during the period
28 January 2022	88,148,880	108.0p	95,201
Ordinary Shares at 30 June 2022	810,629,500		812,748
Dividends (note 9)			(24,318)
Share issue costs			(1,865)
Stated capital at 30 June 2022			786,565

 

Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all its liabilities, the shareholders are entitled to all of the residual assets of the Company.

 

On 28 January 2022, the Company raised gross proceeds of £95.2 million via the Placing of new Ordinary Shares at a price of 108.0p.  A further 88,148,880 Ordinary Shares were admitted to trading on the London Stock Exchange.

 

As per Note 12, on 8 July 2022, the Company announced it raised £60 million via placing and offer for subscription of new ordinary shares at a price of 110.0p. Subsequently, 54,545,454 new ordinary shares were issued.

 

9.    DIVIDENDS

 

	Dividend per share	Six months ended 30 June 2022	8 January 2021 to 31 December 2021
		£'000	£'000
Dividends period 31 March 2021 to 30 June 2021	1.5 pence	-	7,000
Dividend period 1 July 2021 to 30 September 2021	1.5 pence	-	10,837
Dividends period 1 October 2021 to 31 December 2021	1.5 pence	12,159	-
Dividend period 1 January 2022 to 31 March 2022	1.5 pence	12,159	-
Total dividends paid		24,318	17,837

 

As per Note 12, the Company announced a dividend of 1.5 pence per share equivalent to £12,977,624 with respect to the period from 1 April 2022 to 30 June 2022 to be paid on 16 September 2022 to shareholders on the register on 15 September 2022.

 

10.  SUBSIDIARIES

 

At the reporting date, the Company had one wholly owned subsidiary, being its 100% investment in Digital 9 Holdco Limited. The following table shows subsidiaries of the Company. As the Company is regarded as an Investment Entity as referred to in Note 2, these subsidiaries have not been consolidated in the preparation of the financial statements.

 

Name	Place of business		% Interest	Principal activity	Registered office
Digital 9 Holdco Limited	United Kingdom		100%	Holding company	1 King William Street, London EC4N 7AF
The following companies are held by D9 Holdco Limited and its underlying subsidiaries:
Digital 9 DC Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Fibre Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Wireless Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Subsea Holdco Limited	United Kingdom		100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Digital 9 Subsea Limited	United Kingdom	1	100%	Subsea fibre optic network	1 King William Street, London EC4N 7AF
Digital 9 Seaedge Limited	United Kingdom	2	100%	Leaseholding company	1 King William Street, London EC4N 7AF
D9 DC Opco 1 Limited	United Kingdom	2	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 DC Opco 2 Limited	United Kingdom	2	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 DC Opco CAN 1 Limited	United Kingdom	2	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 DC Opco 3 Limited	United Kingdom	2	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 Wireless Opco 1 Limited	United Kingdom	3	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 Wireless Midco 1 Limited	United Kingdom	3	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
D9 Wireless Opco 2 Limited	United Kingdom	4	100%	Intermediate holding company	1 King William Street, London EC4N 7AF
Aqua Comms Designated Activity Company	Ireland	1	100%	Holding company	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms Connect Limited	Ireland	5	100%	Intermediate holding company	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect 2 Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect 2 Denmark ApS	Denmark	5	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
North Sea Connect Denmark ApS	Denmark	5	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
Aqua Comms Management (UK) Limited	United Kingdom	5	100%	Management company	85 Great Portland Street, London W1W 7LT
Aqua Comms Denmark ApS	Denmark	5	100%	Subsea fibre optic network	c/o Bech-Bruun Langeline Alle 35, Copenhagen
Aqua Comms (Ireland) Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Celtix Connect Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms Management Limited	Ireland	5	100%	Management company	The Exchange Building, 4 Foster Place, Dublin 2
Sea Fibre Networks Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
Aqua Comms (IOM) Limited	Isle of Man	5	100%	Subsea fibre optic network	c/o PCS Limited, Ground Floor, Murdoch Chambers, South Quay, Douglas, IOM IM1 5AS
Aqua Comms (UK) Limited	United Kingdom	5	100%	Subsea fibre optic network	85 Great Portland Street, London W1W 7LT
Aqua Comms Services Limited	Ireland	5	100%	Subsea fibre optic network	The Exchange Building, 4 Foster Place, Dublin 2
America Europe Connect (UK) Limited	United Kingdom	5	100%	Subsea fibre optic network	85 Great Portland Street, London W1W 7LT
America Europe Connect 2 USA Inc	USA	5	49%	Subsea fibre optic network	251 Little Falls Drive, Wilmington, Delaware, 19808 USA
Aqua Comms (Americas) Inc	USA	5	49%	Subsea fibre optic network	3500 South Dupont Highway, Dover, Delaware 19901 Kent, United States
Verne Holdings Ltd	United Kingdom	2	100%	Holding company	Hays Galleria, 1 Hays Lane, London SE1 2RD
Verne Global GmbH	Germany	6	100%	Data centre solutions	Äußere Sulzbacher Straße 118, 90491 Nürnberg
Verne Global hf.	Iceland	6	100%	Data centre operation	Valhallarbraut 868, 262 Reykjanesbaer, iceland
Verne Global Ltd	United Kingdom	6	100%	Data centre solutions	Hays Galleria, 1 Hays Lane, London SE1 2RD
Verne Global Inc.	USA	6	100%	Data centre solutions	1825 Washington Street, Canton MA 02021 USA
GAData Holdings Limited	Jersey	7	100%	Holding company	28 Esplanade, Ste Helier, Jersey JE3 3QA
Volta Data Centres Limited	United Kingdom	8	100%	Data centre operator	36-43 Great Sutton Street London EC1V 0AB
GSS Propco Limited	Jersey	8	100%	Property investment	28 Esplanade, Ste Helier, Jersey JE3 3QA
Leeson Telecom Limited	Ireland	9	100%	Enterprise broadband	6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom One Limited	Ireland	9	100%	Enterprise broadband	6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom Holdings Limited	Ireland	10	100%	Enterprise broadband	6-9 Trinity St, Dublin, D02 EY47, Ireland
W R Computer Network Limited	Ireland	10	100%	Enterprise broadband	6-9 Trinity St, Dublin, D02 EY47, Ireland

 

Key

1 - held by Digital 9 Subsea Holdco Limited	2 - held by Digital 9 DC Limited	3 - held by Digital 9 Wireless Limited	4 - held by D9 Wireless Midco 1 Limited
5 - held by Aqua Comms Designed Activity Company	6 - held by Verne Holdings Limited	7 - held by D9 DC Opco 1 Limited	8 - held by GAData Holdings Limited
9 - held by D9 Wireless Opco 1 Limited	10 - held by Leeson Telecom Limited

 

 

11.  TRANSACTIONS WITH THE INVESTMENT ADVISERS AND RELATED PARTY DISCLOSURE

 

Directors

 

Directors are remunerated for their services at such rate as the directors shall from time to time determine. The Chairman receives a director's fee of £55,000 per annum, the senior independent director receives a fee of £45,000 per annum and the other directors of the Board receive a fee of £40,000 per annum.

 

Directors' fees for the period ended 30 June 2022 amounted to £138,073 (2021 - £71,077). During the period, £3,010 was paid to Directors as reimbursement for travel and other incidental expenses (2021 - £Nil).

 

Directors' shareholdings as at the period end and dividends received during the period were as follows:

 

Director		Number of Ordinary shares held		Dividends paid
Jack Waters (resigned 23 May 2022)		70,000		£2,100
Philip Jordan (from 23 May 2022)		-		-
Aaron Le Cornu (from 1 Apr 2022)		45,000		£1,350
Lisa Harrington		38,604		£1,158
Keith Mansfield		58,604		£1,758
Monique O'Keefe (resigned 23 May 2022)		10,000		£300
Charlotte Valeur		10,000		£300

 

Investment Manager

 

The Company considers Triple Point as the Investment Manager as a key management personnel and therefore a related party. Further details of the investment management contract and transactions with the Investment Manager are disclosed in Note 5.

 

12.  EVENTS AFTER THE REPORTING PERIOD

 

Placing and Offer for Subscription

 

On 8 July 2022, the Company announced it raised £60 million via placing and offer for subscription of new ordinary shares at a price of 110.0p. Subsequently, 54,545,454 new ordinary shares were issued.

 

Investments

 

Acquisitions

 

Ficolo Oy

 

In April 2022, the Company signed a sale and purchase agreement for the acquisition of Ficolo Oy ("Ficolo") subject to regulatory approval. On 8 July 2022, the Company announced that Finland's Ministry of Economic Affairs and Employment has approved the acquisition of Ficolo by D9 DC Opco 3 Limited, a 100% indirect subsidiary of the Company.

 

The investment relates to an acquisition of 100% issued share capital of Ficolo for approximately €135 million. Ficolo is a Finnish data centre and cloud services platform.

 

Arqiva Group Limited

 

On 27 June 2022, the Company agreed on the terms of an acquisition of a 48.02% voting stake in Arqiva Group Limited, to be funded through a combination of £300 million in cash and a vendor loan note. Arqiva is a UK-based data, network and communications service provider, the sole operator of digital terrestrial television and radio infrastructure in the United Kingdom and an Internet of Things ("IoT") connectivity platform. The Company has applied for regulatory approval and the completion of the acquisition is subject to customary regulatory approvals.

 

EMIC

 

At the project's inception, the Company entered a partnership with Meta to develop the cable and receive one fibre pair on the system. This agreement committed £22 million as previously reported, including equipment orders.

 

Subsea fibre cable developments require further agreements to be entered into to deliver an operational product, such as securing land rights to lay cables, regulatory licenses to sell telecom services to customers in certain jurisdictions, amongst other key components.

 

Since the previous reporting period, the Company has completed two critical landing and terrestrial fibre crossing agreements with Telecom Egypt, along the EMIC route and a licensing agreement with an independent telecom services provider. These agreements commit a further £22 million of capital, bringing total commitments to date of £44 million. The Company has released £9 million to date for equipment orders and milestone payments.

 

Dividends

 

The Company announced a dividend of 1.5 pence per share equivalent to £12,977,624 with respect to the period from 1 April 2022 to 30 June 2022 to be paid on 30 September 2022 to shareholders on the register on 16 September 2022.

 

The Directors have determined that there have been no other significant events after the reporting date requiring recognition or disclosure in these financial statements.

 

13.  CONTINGENT LIABILITIES AND COMMITMENTS

The Company, through its subsidiary undertakings has committed £497 million for acquisitions and capital expenditures at 30 June 2022.

 

14.  EARNINGS PER SHARE

Earnings per share ("EPS") amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, both basic and diluted earnings per share are the same.

 

The calculation of basic and diluted earnings per share is based on the following:

 

Period ended 30 June 2022:
	Revenue	Capital	Total
Calculation of Basic Earnings per share
Net profit attributable to ordinary shareholders (£'000)	(1,793)	29,169	27,376
Weighted average number of ordinary shares	797,480,220	797,480,220	797,480,220
Earnings per share - basic and diluted	(0.22p)	3.65p	3.43p

 

There is no difference between basic or diluted Loss per Ordinary Share as there are no convertible securities.

 

There is no difference between the weighted average Ordinary or diluted number of Shares.

 

Calculation of Weighted Average Number of Shares in Issue
		01-Jan-22	28-Jan-22	30-Jun-22
No of days		181	154	181
Ordinary Shares
No. of shares
Opening Balance		722,480,620	722,480,620	810,629,500
New Issues		-	88,148,880	-
Closing Balance		722,480,620	810,629,500	810,629,500
Weighted Average		722,480,620	74,999,600	797,480,220

 

 

Period ended 30 June 2021:
	Revenue	Capital	Total
Calculation of Basic Earnings per share
Net profit attributable to ordinary shareholders (£'000)	(773)	17,463	16,690
Weighted average number of ordinary shares	178,735,633	178,735,633	178,735,633
Earnings per share - basic and diluted	(0.43p)	9.77p	9.34p

 

There is no difference between basic or diluted Loss per Ordinary Share as there are no convertible securities.

 

There is no difference between the weighted average Ordinary or diluted number of Shares.

 

Calculation of Weighted Average Number of Shares in Issue
	08-Jan-21	31-Mar-21	10-Jun-21	30-Jun-21
No of days	174	92	21	174
Ordinary Shares
No. of shares
Opening Balance	-	2	300,000,000	-
New Issues	2	299,999,998	166,666,667	466,666,667
Closing Balance	2	300,000,000	466,666,667	466,666,667
Weighted Average	2	158,620,689	20,114,943	178,735,633

 

 

15.  NET ASSET VALUE PER SHARE

 

Net Asset Value per share is calculated by dividing net assets in the Statement of Financial Position attributable to Ordinary equity holders of the parent by the number of Ordinary Shares outstanding at the end of the period. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below.

 

Net asset values have been calculated as follows:

 

	30 Jun 2022		31 December 2022
Net assets at end of period (£'000)	£852,249,103		£755,855,727
Shares in issue at end of period	810,629,500		722,480,620
IFRS NAV per share - basic and dilutive	105.13p		104.62p

 

 

UNAUDITED PERFORMANCE MEASURES

 

We also assess our performance using other methods not specifically defined under IFRS and therefore termed as Alternative Performance Measures ("APM").

 

The APMs that that we use may not be directly comparable with those used by other companies. These APMs provide additional information of how the Company has performed over the year and all are financial measures of historical performance.  These are the common APMs used by investment companies.

 

1.    ONGOING CHARGES RATIO

 

Ongoing charges show the drag on performance caused by the operational expenses incurred by the Company. A key measure of our operational performance as keeping costs low supports our ability to pay dividends.

 

	Period to 30 June 2022		Annualised to 31 Dec 2022	Period to 31 Dec 2021	Annualised to 31 Dec 2021
	£'000		£'000	£'000	£'000
Management fee	3,352		7,423	2,952	4,209
Other operating expenses	682		1,364	1,012	1,253
Total management fee and other operating expenses	4,034	(a)	8,787	3,964	5,462
Average undiluted net assets*		(b)	804,052		524,904
Ongoing charges ratio % (c = a/b)(%)		(c)	1.09%		1.04%

 

* - Average undiluted net assets has been calculated as the average of net asset value at 1 January 2022 of £756 million and net asset value as at 30 June 2022 of £852 million.

 

Annualised expenses are the estimate of the annual cost of management fee and other operating expenses based on the six months' cost in the period to 30 June 2022.

 

2.    TOTAL RETURN

 

The total shareholder return highlights the gross return to investors including dividends paid.

 

		30 June 2022		31 December 2021
Closing NAV per share (pence)		105.13p		104.62p
Add back dividends paid (pence)		6.00p		3.00p
Adjusted closing NAV (pence)		111.13p		107.62p
Adjusted NAV per share as at the period end less NAV per share at 31 March 2021		(111.13p - 98.00p)	(a)	(107.62p - 98.00p)
NAV per share at 31 March 2021		98.00p	(b)	98.00p
Total return % (c = a/b)(%)		13.40%	(c)	9.82%

 

The above return is for the period from IPO to 30 June 2022, this equates to annualised total return of 10.72% (31 December 2021 - 13.09%).

 

3.    CASH DIVIDEND COVER

 

The cash dividend cover reflects the Company's ability to cover its dividends from the income generated by its portfolio.

 

		Period to 30 June 2022		Period to 31 December 2021
		£'000		£'000
Operating cash flows*		13,408		11,882
Dividends paid and declared for the period		25,137		29,996
Dividends covered by operating cash flows		53.34%		39.61%

 

Dividend cover is measured as total dividends paid and declared for the period to 30 June 2022, as a percentage of total operating cashflows.

 

* - Estimated cash flows of the underlying investee companies net of operating expenses

 

4.    MARKET CAPITALISATION

 

		30 June 2022		31 December 2021
Closing share price at period end	(a)	110.6p		113.8p
Number of shares in issue at period end	(b)	810,629,500		722,480,620
Market capitalisation (c) = (a) x (b)	(c)	£896,556,227		£822,182,945

 

5.    CAPITAL DEPLOYED AND COMMITTED

 

		30 June 2022		31 December 2021
		£'000		£'000
Deployment
Aqua Comms DAC		£177,127		£175,615
EMIC-1		£8,943		£6,100
Verne Holdings Limited		£263,520		£247,190
SeaEdge UK1		£16,292		£16,292
Leeson Telecom		£50,807		-
Volta Data Centre		£45,480		-
Deployment as at the period end		£562,169		£445,197
Committed but not yet paid^
Existing Portfolio Capex commitments		£47,814		-
EMIC		£35,248		£16,696
Ficolo OY*		£114,000		-
Arqiva*		£300,000		-
Total commitments		£497,062		£16,696
Total capital deployed and committed		£1,059,231		£461,893

 

* - Committed acquisitions not completed at the period end. RCF facility will be drawn to complete Arqiva acquisition

^ - Committed by subsidiary undertakings

 

6.    TOTAL SHAREHOLDER RETURN

 

The total return highlights the underlying performance of the portfolio's investment valuations, including dividends paid. A measure of the return based upon share price movements over the period and assuming reinvestment of dividends

 

		30 June 2022		31 December 2021
Closing share price (pence)		110.60		113.80
Add back effect of dividend reinvestment (pence)		6.12		3.14
Adjusted closing share price (pence)	(a)	116.72		116.94
Opening share price at IPO (pence)	(b)	100.00		100.00
Total shareholder return (c = ((a-b)/(b)) (%)	(c)	16.72%		16.94%

 

The above return for the period of 15 months from IPO to 30 June 2022, this equates to annualised total return of 13.28% (31 December 2021 - 23.08% annualised).