Launch of Initial Public Offering

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

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

 

LEI: 213800OQLX64UNS38U92

 8 March 2021

DIGITAL 9 INFRASTRUCTURE PLC

Launch of Initial Public Offering

Initial Placing and Offer for Subscription for a target Issue of 400 million

Ordinary Shares at £1.00 per Ordinary Share

 

Digital 9 Infrastructure plc (the "Company" or "DGI9") today announces the launch of its initial public offering ("IPO") on the Specialist Fund Segment of the Main Market of the London Stock Exchange, by way of an Initial Placing and Offer for Subscription for a target issue of 400 million Ordinary shares (the "Ordinary Shares") at an initial issue price of £1.00 per Ordinary Share (the "Issue"). This announcement follows the Company's Intention to Float announcement dated 1 February 2021.

Digital 9 Infrastructure plc is a newly established, externally managed investment trust. The Company will invest in a range of digital infrastructure assets which deliver a reliable, functioning internet. The portfolio will comprise future proofed, non-legacy, scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks (including 5G). The Company will focus, primarily, on digital infrastructure investments which are operational and with an existing customer base.

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

Aqua Comms' assets are established, fully operational, and the Company's investment manager, Triple Point Investment Management LLP ("Triple Point" or the "Investment Manager") believes the platform has inherent growth potential. It benefits from an established customer base with a range of global content providers (particularly the FAANGs) and telecom service providers, providing medium to long-term contracted revenues.

Aqua Comms will be acquired in its entirety at a valuation of US$215m (on a cash free, debt free basis), which (assuming a target raise of £400 million and following the introduction of third party debt) will comprise c.30% of the Gross Asset Value of the Company post IPO.

Triple Point is an experienced manager with over £1.8 billion of private, institutional, and public capital under management and has extensive experience in asset and project finance, portfolio management and structured investments.

The Investment Manager's digital infrastructure team has a proven track record of US$1.9 billion of infrastructure investments, with realised investments yielding an IRR of 42 per cent.

In addition, the Investment Manager will benefit from a panel of digital infrastructure industry experts, with deep knowledge, relationships and involvement in a combined US$250 billion of digital infrastructure transactions.

 

The Company is targeting a 10 per cent p.a. net total accounting return, including an initial 6 per cent dividend yield per annum (by reference to the issue price on IPO) for the first financial year (significantly covered at IPO) and progressive thereafter¹.

 

Akur Limited (trading as Akur Capital) ("Akur"), is acting exclusively as Financial Adviser to the Company and J.P. Morgan Securities PLC (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as Global Coordinator and Sole Bookrunner on the Company's IPO.

 

Further details of the Issue will be set out in the Prospectus, which, once approved by the FCA is expected to be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website www.d9infrastructure.com. The Company will release a further announcement upon the publication of the Prospectus.

 

The Issue is being conducted in accordance with the terms and conditions to be set out in the Prospectus. Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.

 

EXPECTED TIMETABLE

The expected Timetable for the Initial Placing and Offer for Subscription is as follows:

Initial Placing and Offer for Subscription open		08 March 2021
Latest time and date for applications under the Offer for Subscription		11.00 a.m. on 25 March 2021
Latest time and date for receipt of commitments under the Initial Placing		2.00 p.m. on 25 March 2021
Announcement of the results of the Initial Issue		7.00 a.m. on 26 March 2021
Initial Admission and dealings in the Ordinary Shares issued pursuant to the Initial Issue commence		8.00 a.m. on 31 March 2021
Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the Initial Issue		31 March 2021
Where applicable, definitive share certificates despatched in respect of the Ordinary Shares		week commencing 5 April 2021 (or as soon as possible thereafter)

 

 

KEY INVESTMENT HIGHLIGHTS

Investment opportunity

-      Pure play exposure to digital infrastructure, the critical assets for our connected world.

 

-      Investing in businesses/assets with high cash flow visibility and resilience, specifically from medium to long-term contracts or from a diversified portfolio of shorter term contracts providing essential underlying services: subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks (including 5G).

 

-      The Company is targeting a 10 per cent. p.a. net total accounting return, including an initial 6 per cent. dividend yield per annum (by reference to the issue price on IPO) for the first financial year (significantly covered at IPO) and progressive thereafter¹.

 

-      Up to c.£160m (US$215m) of IPO proceeds expected to be invested on or shortly after IPO into Aqua Comms, a platform owning and operating some 14,300km of the most reliable and resilient trans-Atlantic sub-sea fibre systems - the very backbone of the internet.

 

-      Aqua Comms has a strong customer base, with a broad range of global content providers and telecom service providers, providing long-term contracted revenues. Aqua Comms' broad base of customer relationships and essential services is expected to provide the Company and the Investment Manager with significant insight and access into some of the biggest purchasers and users of digital infrastructure. The Investment Manager believes this will provide opportunities to better evaluate investment opportunities and to support revenue growth on acquired assets.

 

-      Significant pipeline assembled by the Investment Manager, and supplemented with a right of first refusal from Aqua Development 9 Limited ("Devco") (a wholly owned subsidiary of Aqua Ventures Limited ("AVL"), a third party developer registered in Jersey (which developed Aqua Comms), giving exclusive access to Devco's development asset portfolio. The pipeline has US$0.9 billion in expected off-market operating assets and businesses ready to invest in over the next 12 months, and over US$2.8 billion in identified proprietary development opportunities.

 

-      ESG is central to the DGI9 investment approach and to its Investment Manager, Triple Point - providing digital infrastructure integrated with green and cleaner power in line with the United Nations Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation".

 

-      Attractive and simple investment management fee, no performance or any other ongoing fees.

 

-      Highly experienced team with deep rooted relationships in the digital infrastructure sector.

 

-      Diverse Board comprising five independent Non-Executive Directors, with a broad range of skills and experience covering the digital and telecoms sectors, infrastructure and the listed investment company sector, chaired by Jack Waters (ex-COO of Zayo Group Holdings Inc).

 

Identified initial assets and strong pipeline

-      The Company has entered into an agreement to acquire Aqua Comms, the owner and operator of a portfolio of some of the most reliable and resilient trans-Atlantic subsea fibre systems and the only independent owner and operator in the North Atlantic.

 

-      It is expected that completion will take effect the Business Day following Initial Admission, resulting in the Company acquiring the entire issued share capital of Aqua Comms.

 

-      The Company will have access to a pipeline of high quality investment opportunities that are in line with its Investment Policy, assembled by the Investment Manager, and via the Investment Manager's right of first refusal from the development pipeline of Devco. The pipeline represents a total potential investment volume in operating businesses and assets over the 12 months following IPO of US$1.8 billion, of which approximately US$0.9 billion is expected to be off market, and a total potential proprietary development pipeline of c.US$2.8 billion.

 

-      Short term target assets: In addition to the Aqua Comms acquisition, the Investment Manager is focused on a portfolio of US, UK and northern European data centres, a UK terrestrial fibre platform, and a UK wireless infrastructure business (with a specific focus on 5G). All these platforms are operational and the Investment Manager believes that these opportunities have the potential for low risk further growth, particularly for assets which can benefit from significant synergies with the Aqua Comms business and the relationships with end customers.

 

Investment manager with proven experience and deep industry relationships

-      The Triple Point Group currently manages over £1.8 billion of private, institutional and public capital and has extensive experience in infrastructure investment, asset and project finance, portfolio management and structured investments, with investments in digital assets, renewable energy, energy efficiency, social infrastructure and lending and leasing into public and private bodies.

 

-      The Digital Infrastructure team, led by Thor Johnsen, is highly experienced in the development and management of digital infrastructure assets, having invested US$1.9 billion of capital in infrastructure and having managed Aqua Comms for six years. 

 

-      The Investment Manager's team includes senior industry executives who have held some of the most senior positions in the telecommunications sector and have invested significantly across digital infrastructure.

 

-      The Investment Manager is highly knowledgeable about the targeted sectors in digital infrastructure and has significant knowledge and experience with the expected acquisition pipeline of assets. Collectively, the team has experience in managing $250 billion in digital infrastructure opportunities.

 

Market opportunity

The Company and the Investment Manager believe that significant opportunity exists in the digital infrastructure market; the demand for data continues to grow exponentially and touches all aspects of the modern connected world. The way we shop, work, and socialise is increasingly data driven.

"Digital infrastructure" refers to the critical infrastructure required for the internet to operate and, essentially, refers to everything from fibre networks that connect continents, businesses and homes, to the data centres that organisations use to house their critical networks of computer and storage resources, and to the towers and small cells that carry data traffic wirelessly to the end user.

Any business that is online, including some of the largest and most successful global companies, increasingly requires the internet to function.

The drivers of digital infrastructure are growing exponentially:

-      Since 2010, the number of internet users worldwide has doubled while global internet traffic has grown 12-fold, equivalent to growth of around 30 per cent. per year²;

-      Global internet traffic is expected to double by 2022²;

-      The amount of data produced and consumed is expected to quadruple by 2025³;

-      The number of mobile internet users is projected to increase from 3.8 billion in 2019 to 5 billion by 2025²

-      Demand for terrestrial and subsea bandwidth is growing so quickly that by 2026, 4 petabits of new capacity will need to be installed - 25 per cent. of total demand⁴.

 

Attractive management fees with no performance fees

Pursuant to the terms of the Investment Management Agreement, the Investment Manager will be entitled to receive a stepped annual management fee on the following basis: 1.0 per cent. of NAV up to £500m, 0.9 per cent. of NAV between £500m-£1bn, 0.8 per cent. of NAV on £1bn+. No performance fees or any other fees are proposed to be charged on an ongoing basis.

 

James Cranmer, Managing Partner of Triple Point Investment Management LLP said:

"Digital 9 Infrastructure meets the combined needs of rapid deployment into the world's internet infrastructure, and investors' search for resilient, uncorrelated yield.  By investing in operational businesses and projects, we believe DGI9 offers investors sector-leading income and target returns, backed from day one by operational revenues. 

The infrastructure need is driven by social, economic and commercial fundamentals. Every day, more of the world's population goes online, buys more internet-connected devices, each of which has more processing power than last year's version. This drives exponential growth in data demand which requires more widespread, faster internet connectivity and data handling capability, which the pipeline we have carefully assembled will provide. The long-term trends underpinning this demand are integral to the digital industrial revolution that has been underway for more than half a century."

 

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

"Over the past year, digital technologies have revealed huge benefits from working, socialising and shopping online.  Even as the easing of lockdown may see some welcome return to physical offices, shops and social venues, the efficiencies and benefits of digital technology are an integral part of the fundamental and unstoppable digital world we live in."

 

FOR FURTHER INFORMATION, PLEASE CONTACT

Triple Point Investment Management LLP James Cranmer / Ben Beaton / Thor Johnsen	Via KL Communications
J.P. Morgan Cazenove William Simmonds / Jeremie Birnbaum (Corporate Finance) James Bouverat / Liam MacDonald-Raggett (Sales)	+44 (0) 207 742 4000
Akur Capital Tom Frost / Anthony Richardson / Siobhan Sergeant	+44 (0) 207 493 3631
KL Communications (PR) Charles Gorman / Luke Dampier / Samuel Collins-Charles	[email protected]  +44 (0) 203 995 6673

 

FURTHER INFORMATION ON THE COMPANY

Investment Objective

The Company's investment objective is to generate a total return for investors comprising sustainable and growing income and capital growth through investing in a diversified portfolio of resilient Digital Infrastructure Investments.

Investment Policy

The Company intends to achieve its investment objective by investing in a diversified portfolio of Digital Infrastructure Investments which provide key infrastructure for global data transfer (subsea fibre-optic networks, wireless networks and terrestrial fibres) and data storage (data centres), all of which contribute to facilitating global digital communication.

The Company is focused on the provision of Digital Infrastructure integrated with green and cleaner power in line with UN Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation".

The Company will seek to invest in assets or Investee Companies which typically have secured medium to long term contracts underpinned by high quality counterparties.

The Company will invest (directly or via subsidiary companies) in a range of Digital Infrastructure assets which deliver a reliable, functioning internet. The portfolio will comprise future proofed, non-legacy, scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks which meet the following criteria:

-      assets and Investee Companies which deliver communications, data transfer, interconnectivity and data storage;

-      assets and Investee Companies which derive a significant proportion of their revenues from high quality counterparties (meaning, for these purposes, companies (or their parent companies) which are included in the FTSE 350 (or equivalent) or which are investment-grade rated by a recognised grading agency) and/or a diversified portfolio of counterparties that, by reason of its diversity, is resilient and well placed to weather economic downturns;

-      assets and Investee Companies with high cash flow visibility and resilience, specifically from medium to long term contracts  or from a diversified portfolio of shorter term contracts providing essential underlying services.

The Group will focus, primarily, on Digital Infrastructure Investments where the assets (or Investee Companies which own such assets) are operational and, where appropriate, there is a contract in place with the end user and/or off-taker. Where suitable opportunities arise, however, the Group may provide limited funding during the Construction Phase or Development Phase of a Digital Infrastructure asset, in particular, on a forward funding basis where development risk for the Company is limited, subject to the restrictions set out below.

Investment restrictions

The Company will invest and manage its assets with the objective of spreading risk and, in doing so, will maintain the following investment restrictions:

-      with the exception of Aqua Comms, the Company will not invest more than 20 per cent. of Gross Asset Value in any single asset or Investee Company;

-      investments will be focused on acquiring a controlling interest (meaning more than a 50 per cent. interest) in the relevant investment assets or Investee Companies being acquired or invested in but can also comprise minority interests (where appropriate minority protections are in place);

-      at least 50 per cent. of Gross Asset Value will be invested in developed markets, in particular (but not limited to), the UK, EU and US;

-      neither the Company nor any of its subsidiaries will invest in any assets or Investee Companies located in or with co-investment exposure to any Restricted Territories;

-      neither the Company nor any of its subsidiaries will invest in any assets or Investee Companies using technologies or equipment under any current prohibition ruling by relevant UK, EU, or US authorities unless such equipment is in the process of being removed in line with the guidelines of such UK, EU, or US authorities;

-      the Company may invest a limited amount in assets (or Investee Companies which own assets) which are predominantly in construction, which typically will be undertaken via a forward funding arrangement which pays a return during the Construction Phase, with any investments which expose the Company to development risk limited to, in aggregate, no more than 5 per cent, of Gross Asset Value, and the aggregate value of assets in construction or development being no more than 20 per cent. of Gross Asset Value (such amount to be calculated as the aggregate value of all material construction or development activities, including forward funded developments, within Investee Companies);

-      neither the Company nor any of its subsidiaries will invest in any listed entities, or in private closed-ended investment companies or any funds of any kind; and

-      the Company itself will not conduct any trading activities which are significant in the context of the Group as a whole.

The investment limits set out above apply following full investment of the Net Proceeds.

Compliance with the above investment limits will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment limits.

Borrowing Policy

The Directors do not intend to use gearing at the Company level, other than utilising short-term revolving credit facilities for financing acquisitions, such borrowings to be at a Conservative level. Intra-group debt between the Company and its subsidiaries, and the debt of Investee Companies, will not be included in the definition of borrowings for these purposes.

 

Long term gearing is likely to be applied at an Investee Company level in order to enhance returns but will be at a prudent level, appropriate for the particular Investee Company and sub-sector.

 

Hedging and Derivatives

The Company will not employ derivatives for investment purposes. Derivatives may however be used for efficient portfolio management. In particular, the Company may engage in interest rate or currency hedging or otherwise seek to mitigate the risk of interest rate increases and currency movements.

 

The Group will only enter into hedging contracts and other derivative contracts when they are available in a timely manner and on acceptable terms. The Company reserves the right to terminate any hedging arrangement in its absolute discretion. Any such hedging transactions will not be undertaken for speculative purposes.

 

Cash management

The Company may hold cash on deposit for working capital purposes and awaiting investment and, as well as cash deposits, may invest in cash equivalent investments, which may include government issued treasury bills, money market collective investment schemes, other money market instruments and short-term investments in money market type funds ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position.

 

Changes to and compliance with the investment policy

Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting.

In the event of a breach of the investment guidelines and/or the investment restrictions set out above, the Investment Manager shall inform the Board as soon as practicable upon becoming aware of any breach. If the Board considers the breach to be material, notification will be made through an announcement via a Regulatory Information Service.

Dividend Policy¹

Whilst not forming part of the Company's investment policy, the Company intends to pay dividends on a quarterly basis with dividends typically declared in respect of the three-month periods ending 31 March, 30 June, 30 September and 31 December and typically paid in June, September, December

and March, respectively.

 

Any dividends and distributions will be at the discretion of the Board.

 

Distributions made by the Company on the Ordinary Shares may take any form permitted under Jersey law. It is expected that a significant proportion of the Company's distributions will take the form of "qualifying interest income", which may be designated as interest distributions for UK tax purposes. Prospective investors should note that the UK tax treatment of the Company's distributions may vary for a Shareholder depending upon the classification of such distributions. Prospective investors who are unsure about the tax treatment that will apply in respect of any distributions made by the Company should consult their own tax advisers.

 

The Company is targeting an initial dividend yield of 6 per cent. per annum (by reference to the Issue Price) in the first financial year ending 31 December 2021 and, thereafter, the Company will seek to adopt a progressive dividend policy. The Company is targeting a first interim dividend of 1.5 pence per Ordinary Share in respect of the period from Initial Admission to 30 June 2021, payable in September 2021. Further, the Company is targeting a net Total Accounting Return of 10 per cent. per annum in the medium term (by reference to the Issue Price) following full investment of the Net Proceeds.

 

Dividends on Ordinary Shares will be declared and paid in Sterling.

Net Asset Value Publication and Calculation

The Net Asset Value is the value of all assets of the Company less its liabilities to creditors (including provisions for such liabilities).

 

The unaudited Net Asset Value will be calculated in Sterling by the Company Administrator on a semi-annual basis, as described below and based on information provided by the Investment Manager. The Net Asset Value per Ordinary Share, calculated by dividing the relevant Net Asset Value by the number of Ordinary Shares in issue (excluding Ordinary Shares held in treasury), will be published on both a cum-income and ex-income basis, via an RIS and made available on the Company's website as soon as practicable thereafter.

 

The Investment Manager will be responsible for carrying out the fair valuation of the portfolio, which will be presented to the Board for its approval and adoption. The fair valuation of the portfolio will be reviewed by the Company's Auditor at each valuation date. The valuation will be carried out on a six-monthly basis as at 30 June and 31 December each year and will be reported on to Shareholders in the annual report and interim financial statements.

 

The valuation is driven by the fair value of the Company's Digital Infrastructure Investments calculated in accordance with IPEV (International Private Equity and Venture Capital) valuation guidelines where appropriate to comply with IAS 39, given the special nature of Digital Infrastructure Investments.

 

Fair value for each investment is, and will be, derived from the present value of the investment's expected future cash flows, using reasonable assumptions and forecasts, and an appropriate discount rate. The Investment Manager will exercise its judgment in assessing the expected future cash flows from each investment. Each Investment SPV will produce detailed investment life financial models and the Investment Manager will typically take, inter alia, the following into account in its review of such models and make amendments where appropriate:

 

-      the latest applicable legal, financial, technical and insurance due diligence;

-      the cash flows which are contractually required or assumed in order to generate the returns;

-      investment performance against time, activity and other milestones;

-      credit worthiness of a Counterparty and delivery partner counterparties (including Contractors and other subcontractors);

-      changes to the economic, legal, taxation or regulatory environment;

-      claims or other disputes or contractual uncertainties; and

-      changes to revenue and cost assumptions.

The Investment Manager will use its judgment in arriving at the appropriate discount rate. This will be based on its knowledge of the market, considering intelligence gained from its bidding activities, discussions with financial advisers in the appropriate market and publicly available information on relevant transactions.

 

All valuations made by the Investment Manager will be made, in part, on valuation information provided by the Investment SPVs in which investments have been made. Although the Investment Manager will evaluate all such information and data, it may not be able to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports provided by the Investment SPVs may be provided only on a quarterly or half yearly basis and generally are issued one to four months after their respective valuation dates. Consequently, each half yearly Net Asset Value contains information that may be out of date and require updating and completing. Shareholders should bear in mind that the actual Net Asset Values at such time may be materially different from these half yearly valuations.

 

THE INVESTMENT MANAGER

The key individuals from the Investment Manager who are responsible for executing the Company's investment strategy are:

Thor Johnsen - Head of Digital Infrastructure - Fund Manager

Thor has over 15 years' experience in infrastructure investment. He has been responsible for a digital infrastructure portfolio, including Aqua Comms, the Company's initial asset, for six years. Over his career, Thor has invested and managed c. US$1.9 billion of infrastructure investments and served as Head of Infrastructure (Asset Based) for Arcapita Bank across Europe. He was also previously at Bank of America and Credit Suisse. Thor joined Triple Point in January 2021.

Andre Karihaloo - Investment Team

Andre has over 15 years' experience in financial services. He began his career in investment management at HSBC in New York and London. He has worked on over £5 billion of infrastructure development transactions, appearing before three Select Committees in Parliament and the Prime Minister to discuss infrastructure. He has advised on c.£1 billion in digital infrastructure deals. Andre joined Triple Point in January 2021.

Arnaud Jaguin - Investment Team

Arnaud has over 15 years' experience in telecoms and digital infrastructure. He began his career in telecoms M&A at UBS in London, advising on almost £50 billion of transactions. At Level 3 Communications and RETN, he worked on corporate development, corporate strategy, segmentation and sales operations. Arnaud joined Triple Point in January 2021.

 

The key individuals from the Investment Manager who are responsible for the overall operation and management of Triple Point are:

 

James Cranmer - Managing Partner

 

James joined the Investment Manager in 2007 to develop its origination and investment capability. He has over 20 years' experience in structured, asset and vendor finance. He has been responsible for in excess of £1 billion of funding into UK Local Authorities, NHS Hospital Trusts, FTSE 100 including numerous investments in the infrastructure, energy and low carbon sectors. James has led Triple Point's infrastructure investments over the years. He became co-Managing Partner in 2016.

 

Ben Beaton - Managing Partner

Ben joined the Investment Manager in 2007 to lead the sourcing and execution of a broad spectrum of investments including renewable energy, long leased infrastructure and real estate. He has established himself as an industry leader in matching capital with investment opportunities, building innovative products for investors and offering attractive and flexible funding solutions to a range of businesses, both in the public and private sector. He became co-Managing Partner of the Investment Manager in 2016.

 

Further key industry specialists adding to the resources of the Investment Manager are:

 

Alan Harper

 

Alan spent 12 years at Vodafone Group Plc ("Vodafone") including as Group Strategy Director. He was involved in over US$200 billion of global acquisitions completed by Vodafone. He co-founded Eaton Towers ("ET") in 2008 and was CEO until 2015. ET was a leading telecom tower company, which was acquired by American Tower for US$1.85 billion in 2019.

 

Ed McCormack 

Ed has over 40 years' experience in global business, including 25 years in telecommunications. He spent eight years as an Executive Director and Officer at FLAG Telecom, building a global network services portfolio and 52,000 km of submarine network connecting key markets around the world. In addition, he served four years as Non-executive Director of Global Crossing (UK) Limited, a c. US$1 billion UK voice, enterprise and government communications business. He has a 10 year relationship with Ciena, a leading network solutions provider with a market capitalisation of c.US$8 billion. He started his Ciena career as Vice President, with responsibility for Ciena's entry into a new market segment - adopting new technologies to increase the potential bandwidth over submarine cables. Since then, Ciena has become the market leader in that segment and Ed still serves as Senior International Advisor.

 

Steve Andrews

Steve has 25 years of experience as an Executive at BT Plc. He held various roles including President of Global Carrier business, MD Products and Services and Retail Strategy. Steve Managed BT's Network Operations across 125 countries, including Subsea and was a member of BT Group Capital Investment Committee. Steve was also Chairman of PE backed Azzurri Communications until a successful exit in 2016.

 

Simon Beresford-Wylie

 

Simon was CEO of Arqiva for 5 years between 2015 and 2020. He led the sale of Arqiva's telecoms division for £2 billion in addition to the sale of their Indoor Networks portfolio to 3i Infrastructure backed Wireless Infrastructure Group (WIG). He was previously vice president at the Networks Business Unit of Samsung Electronics, and the founding CEO of Nokia Siemens Networks. He is the current CEO of Imagination Technologies.

 

THE BOARD

DGI9's diverse Board will comprise five independent Non-Executive Directors, with a broad range of skills and experience covering the digital and telecoms sectors, infrastructure and the listed investment company sector.

 

Jack Waters (Chairperson)

 

Jack Waters has significant experience in the digital infrastructure sector with an executive career spanning over 30 years. Most recently, Jack was President of Zayo Networks and Chief Operating Officer at Zayo Group Holdings Inc ("Zayo") which was listed on the New York Stock Exchange prior to its US$14.3 billion take private which completed in 2020. During his tenure, Zayo owned c. 13m miles of fibre and 45 data centres in the US and Europe. Jack oversaw the company's global business. Prior to joining Zayo, Jack was Chief Technology Officer and one of the founding senior executives at Level 3 Communications, where he was focused on global network technology, architecture, engineering, process and security. He also held management positions at MCI Communications and the Southeastern University Research and Academic Network. Jack has served on the board of directors for the Colorado Technology Association and the U.S. Federal Communications Commission Technical Advisory Council.

 

Keith Mansfield (Non-executive Senior Independent Director)

 

Keith Mansfield is a Chartered Accountant by background and brings extensive accountancy experience, having worked at PricewaterhouseCoopers LLP ("PwC") for over 30 years, during which time he served as Chairman of PwC in London responsible for assurance, tax and advisory services. As a partner for 22 years, he advised many public and private companies across a range of industry sectors. Keith is a Non-executive Director (and Chair of the Audit Committee) of Tritax EuroBox plc (of which he is also Senior Independent Director) and Motorpoint Group plc. He was also a Non-executive Director of Tarsus Plc until its management buyout in August 2019 and was previously a Non-executive Director of Real Time Sports Bingo Limited. He is Chairman of the board of Albermarle Fairoaks Airport Limited and also sits on the investment advisory board of Nexus Investment Ventures Limited.

 

Lisa Harrington (Independent Non-executive Director)

 

Lisa Harrington is a tech executive and has spent 25 years growing and transforming business across a range of sectors including telecommunications, technology and utilities, advising companies such as Hyperoptic Limited. Joining British Telecom ("BT") in 2007, Lisa spent 10 years in a range of leadership positions with her final role being Chief Customer Officer BT Group, reporting to the CEO. Lisa is currently a Non-Executive Director of Post Office Limited and Calisen plc (FTSE 250), and has previously held non-executive posts on the boards of Southern Water and West London NHS Mental Trust. She started her career at Accenture in Ireland and the UK and, more recently, was managing director of the Tech Learning Division of QA Limited, one of the biggest tech and cyber skills providers in the UK. 

 

Charlotte Valeur (Independent Non-executive Director)

 

Charlotte Valeur is a Jersey based Non-executive Director and has over 35 years' experience in finance, primarily in Denmark and UK. Charlotte's previous non-executive roles include Chairing Kennedy Wilson Europe Real Estate Plc (FTSE 250) and DW Catalyst Fund Ltd, and Non-executive Director on the boards of 3i Infrastructure Plc (FTSE 250), NTR Plc, Renewable Energy Generation Limited and JPMorgan Convertibles Income Fund Ltd. She is currently Chair of Blackstone/GSO Loan Financing Ltd, a Non-executive Director of Laing O'Rourke plc and a member of the Primary Markets Group of the London Stock Exchange.

 

Monique O'Keefe (Independent Non-executive Director)

 

Monique O'Keefe is a Jersey based Non-executive Director and has over 25 years' experience in finance and law. She is currently a Non-executive Director on two listed boards, Foresight Solar Fund Limited (FTSE 250) and Phoenix Spree Deutschland Limited, as well as a select number of private funds. She also sits on the Board of Commissioners at the Jersey Financial Services Commission and is the co-founder of investment consultancy business, Kairos Wealth Limited. Prior to this, Monique was at Merrill Lynch and Goldman Sachs in London and New York working in structured finance, and previously a structured finance lawyer at Clifford Chance in London.

 

Notes:

1 - The dividend and return targets stated above are Sterling denominated returns targets only and not a profit forecast. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected future results. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target net Total Accounting Return are reasonable or achievable.

2 - IEA (2020), Data Centres and Data Transmission Networks, IEA, Paris https://www.iea.org/reports/data-centres-and-data-transmission-networks

3 - https://www.cbinsights.com/research/future-of-data-centers/ 

4 - https://blog.telegeography.com/watch-bandwidth-demand-in-a-pandemic, Nov 2020

 

Important Legal Information

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

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus and not in reliance on this announcement. Copies of the Prospectus will be available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https:// https://www.d9infrastructure.com/). 

The Company is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a 'listed fund' under the Collective Investment Funds (Jersey) Law 1988 (the "Funds Law") and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Jersey Financial Services Commission is protected by the Funds Law against liability arising from the discharge of its functions thereunder.  This announcement is an advertisement for the purposes of the Financial Services (Advertising) (Jersey) Order 2008, and it has not been approved by the Jersey Financial Services Commission.

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.

Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area ("EEA") (other than any member state of the EEA where the Company's securities may be lawfully marketed). Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states for which marketing approval has been obtained in accordance with the requirements of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (the "AIFM Directive"), as implemented in the relevant jurisdiction).

This announcement must not be acted on or relied on in any member state of the EEA by persons: (a) who are not "professional investors", as defined in the AIFM Directive; or (b) (if they are domiciled, resident or have a registered office in the EEA) that are located in a member state of the European Economic Area in which the Company has not been appropriately registered or has not otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA Member State) necessary for the lawful marketing of the Ordinary Shares.

The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment. Further, the Ordinary Shares are only suitable for investors: (i) who understand and are willing to assume the potential risks of capital loss and understand that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Ordinary Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment. If any investor is in any doubt about the contents of this announcement, it should consult its accountant, legal or professional adviser or financial adviser.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No representation or warranty, express or implied, is given by the directors of the Company or any other person as to the accuracy of information or opinions contained in this announcement and no responsibility is accepted for any such information or opinions. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

Investors should only subscribe for the Ordinary Shares referred to in this announcement on the basis of information contained in the Prospectus. You should read the Prospectus in its entirety before investing, and in particular the risk factors set out therein.

The Company is newly established and has no operating history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company, the Investment Manager or any other person. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision in respect of the Company. The value of investments may fluctuate. Information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.

Each of Akur (which is regulated in the UK by the FCA) and J.P. Morgan Cazenove (which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the FCA and the PRA), is acting exclusively for the Company and for no‐one else in connection with the matters described in this announcement and will not regard any other person as its client in relation thereto and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein. Neither Akur nor J.P. Morgan Cazenove, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements can be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward‐looking statements. These forward‐looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The target initial dividend yield and target net total accounting return figures contained in this announcement should not be taken as an indication of the Company's expected future performance or results. These are targets only and there is no guarantee that they can or will be achieved.  Accordingly, investors should not place any reliance on such targets.

None of the Company, the Investment Manager, Akur and/or J.P. Morgan Cazenove, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, Akur and J.P. Morgan Cazenove, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws") (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares to be issued pursuant to the initial issue are: (i) compatible with an end target market of retail investors who understand, or have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Ordinary Shares may decline and investors could lose all or part of their investment; (b) the Ordinary Shares offer no guaranteed income and no capital protection; (c) an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and (d) the Ordinary Shares will be admitted to the Specialist Fund Segment, which is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, J.P. Morgan Cazenove will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor (including any intermediary) is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

PRIIPS Regulation

In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of the Ordinary Shares will be prepared by Digital 9 Infrastructure plc at the time of the publication of the Prospectus and will be available to investors on the Company's website.

If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

The Investment Manager is the only manufacturer of the Ordinary Shares for the purposes of the UK PRIIPs Laws and none of the Company, Akur nor J.P. Morgan Cazenove is a manufacturer for these purposes. None of the Company, the Akur nor J.P. Morgan Cazenove makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Investment Manager nor accepts any responsibility to update the contents of the KID in accordance with the UK PRIIPs Laws, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of the Company, Akur and J.P. Morgan Cazenove and their respective affiliates accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any key information documents prepared by the Investment Manager from time to time.