THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

27 November 2023

DIGITAL 9 INFRASTRUCTURE PLC

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

Verne Global Sale

Highlights

·    The Company has today entered into a definitive agreement for the sale of its entire stake in the Verne Global group of companies (which has operations in Iceland, Finland and the United Kingdom) ("Verne Global") to funds managed or advised by Ardian France SA or any of its affiliates ("Verne Transaction") for an equity purchase price of up to US$575 million ("Purchase Price") (approximately £456 million). The Purchase Price is comprised of the following:

o  US$440 million (approximately £349 million) in cash, split between US$415 million (approximately £329 million) payable on closing of the Verne Transaction (the "Initial Purchase Price") and US$25 million (approximately £20 million) of a deferred consideration payment which will be payable on the earlier of (i) 15 days after a new power agreement is entered into (subject to closing) and (ii) the later of 26 April 2024 and four weeks after closing ("Deferred Consideration"); plus

o  a potential earn-out payment of up to US$135 million (approximately £107 million), which is payable subject to Verne Global achieving run-rate EBITDA targets for the financial year ending December 2026 ("Performance Target"). The total earn-out will be payable if 100% of the Performance Target is met and will be reduced on a sliding scale with no earn-out being payable if Verne Global does not achieve 80% of the Performance Target.

·    Closing of the sale of Verne Global is conditional on:

o receipt of applicable merger control approval in Iceland and Finland and foreign direct investment approval in Finland, which are currently expected to be received by the end of Q1 2024;

o no material and adverse change in Verne Global's Iceland business occurring which is directly attributable to any volcanic, seismic or other similar geological event in Iceland;

o consent of the lenders under the Group's £375 million Revolving Credit Facility ("RCF") (to which the Company is a party) to certain elements of the Verne Transaction; and

o consent of the lenders under the debt facility in respect of the Icelandic branch of Verne Global to the change of control which will arise following completion of the Verne Transaction.

·    The Verne Transaction is the result of a competitive process which sought to maximise shareholder value from the sale of Verne Global. Upon closing of the sale, the Verne Transaction enables the Company to deleverage its balance sheet by paying down approximately £300 million of the RCF (as described in more detail below).

Transaction Rationale

Under the Company's ownership, and as a result of capital investments made by the Group since the Company's  acquisition of Verne Global in September 2021 (and the Company's subsequent acquisitions of Ficolo Oy for and Volta Data Centres in April 2022, which are now part of the Verne Global group of companies), Verne Global has generated sustained and accelerated customer demand for its facilities from both new and existing customers and has an EBITDA of £13.5 million for the last 12 months ending 30 June 2023.[i]

As a result, the Company received interest in Verne Global from a significant number of investors during the competitive sale process. As announced on 28 September 2023, the Board received several non-binding offers for a majority stake in Verne Global. These offers were more attractive than the indicative offers received for the syndication of a minority stake in Verne Global initiated in March 2023.

The Board, with the support of its financial adviser, assessed the merits of the non-binding offers for a majority stake to maximise shareholder value. The Board concluded that a sale of the Company's entire stake in Verne Global was in shareholders' best interests because it provided an opportunity for the Company to repay a significant part of D9's RCF and deleverage its balance sheet.

Strengthening D9's Financial Position

The Initial Purchase Price payable on closing is intended to be used to pay down approximately £300 million of the RCF.  The full amount of this initial repayment could be delayed in the event that certain indemnification provisions are not replaced by insurance in the period before closing of the Verne Transaction. 

Pending receipt of the Purchase Price, the Company will seek to secure a financing solution to fund Verne Global through to closing of the Verne Transaction. As part of prudent contingency planning, the Company will also be developing a plan to address its residual financial uncertainty (as disclosed in the Interim Results for the period ended 30 June 2023) pending receipt of the Purchase Price.

The Board of Directors of D9 has also announced today that it has initiated a strategic review of the Company to develop a set of actions with a view to maximising shareholder value going forward.

About Ardian

Ardian is a world-leading private investment house, managing or advising $156bn of assets on behalf of more than 1,470 clients globally. It is a leading investor in digital infrastructure, with investments across the full value chain including mobile and fixed infrastructure networks.

ENDS.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

The person responsible for making this notification is Luke Cheshire, Company Secretary.

LEI: 213800OQLX64UNS38U92

About Digital 9 Infrastructure plc:

Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the London Stock Exchange and a constituent of the FTSE 250, with the ticker DGI9. The Company invests in the infrastructure of the internet that underpins the world's digital economy: digital infrastructure.

The Investment Manager is Triple Point Investment Management LLP ("Triple Point") which is authorised and regulated by the Financial Conduct Authority, with extensive experience in infrastructure, real estate, and private credit, while keeping ESG principles central to its business mission. Triple Point's Digital Infrastructure team has over 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 invests in typically comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre and wireless networks.

Since IPO in March 2021, DGI9 has invested in the following data centres, subsea fibre and wireless network assets (other than Verne Global):

·    Aqua Comms, a leading owner and operator of 20,000km of the most modern subsea fibre systems - the backbone of the internet - with a customer base comprising global tech and global telecommunications carriers;

·    Arqiva, the only UK national terrestrial television and radio broadcasting network in the United Kingdom - providing data, network and communications services, as well as a national IoT connectivity platform;

·    Elio Networks (previously Host Ireland) a leading enterprise broadband provider that owns and operates Fixed Wireless Access networks;

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

·    SeaEdge UK1, a data centre and landing station for the North Sea Connect subsea cable, part of the North Atlantic Loop subsea network, improving connectivity between the UK, Ireland, Scandinavia and North America;

The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021. The Company's Ordinary Shares were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market on 30 August 2022.

For more information on the Investment Manager please visit www.triplepoint.co.uk. For more information, please visit www.d9infrastructure.com.

Important Notices

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for D9 and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than D9 for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.