이사회 변경 및 회사 업데이트
본 발표에는 영국의 시장 남용 규정에 규정된 내부 정보가 포함되어 있습니다. 이 발표가 발표된 시점에서 이러한 내부 정보는 이제 공개 도메인에 있는 것으로 간주됩니다.
월 25 2024
디지털 9 인프라 PLC
("D9" 또는 "회사" 및 그 자회사와 함께 "그룹")
이사회 변경 및 회사 업데이트
Director Changes and Board Composition
The Company announces that the Board of D9 (the "교육 위원회") was informed by Brett Miller and Richard Boléat on 23 March 2024 of their intentions to stand down as Independent Non-Executive Directors of the Company, with immediate effect.
Accordingly, Aaron Le Cornu will assume the role of Independent Chair of the Valuation Committee and Gailina Liew will assume the role of Independent Chair of the Management Engagement Committee.
For the avoidance of doubt, Charlotte Valeur remains Interim Independent Chair and Independent Chair of the Risk Committee, Gailina Liew remains Senior Independent Director and Independent Chair of the Nomination Committee, and Aaron Le Cornu remains Independent Chair of the Audit Committee. Gailina Liew will also be appointed as a member of the Audit Committee.
The Board intends to initiate an independent external recruitment process immediately for additional non-executive board director candidates to support the future requirements of the Company and its shareholders.
The appointment of any additional non-executive director will be subject to regulatory approval of the Jersey Financial Services Commission. The Company's three current Independent Non-Executive Directors will stand for re-election at the Company's upcoming AGM in May 2024.
Independent Review of Investment Management Arrangements
As announced on 29 January 2024, the Company advised the Investment Manager, Triple Point Investment Management LLP ("트리플 포인트"), that, subject to any required consents, it presently intends to give notice to terminate the Investment Management Agreement ("IMA"), with any such notice of termination to be issued no later than 31 March 2024. In line with the contractual terms, the termination is expected to take effect on 31 March 2025.
Subject to shareholder approval today at the Company's General Meeting of the new investment objective and investment policy and as outlined in the Company's Circular on 28 February 2024, the Board is preparing for an orderly wind-down of the Company. Liberum Capital Limited ("리베룸") has been engaged as financial advisor to support the proposed wind-down process and to provide the Board with an independent review of the investment management arrangements. It will include evaluating the options of the Company (i) continuing to be managed by Triple Point on different fee arrangements; (ii) managed by a new investment manager, or (iii) becoming a self-managed alternative investment fund, a proposal for which Brett Miller and Richard Boléat had indicated would be provided to the Company.
독립적인 평가
Further to the Company Update on 28 February 2024, the Board is working with the independent valuer to finalise the independent valuation which will guide the Independent Non-Executive Directors' assessment of the fair value of the Company's portfolio assets under IFRS. The Board intends to publish the unaudited results of the independent valuation later this week.
Partial Repayment of the RCF
Following completion of the Verne Transaction on 15 March 2024, the Company has now completed the previously announced £273.5 million repayment and partial cancellation of the Revolving Credit Facility ("RCF").
As announced by the Company on 15 March 2024, around £23 million of the Verne Global sale proceeds will be retained for prudent capital management to cover for possible future liabilities arising from certain Value-Added Tax related indemnification provisions. They will be available for additional RCF repayment and cancellation if and when an insurance policy to cover these potential future liabilities will be taken out. An additional RCF repayment and cancellation will also be made upon receipt of the US$25 million (approximately £19.5 million*) deferred consideration payment, which is payable on the earlier of 15 business days after the date on which a new power agreement is entered into and 26 April 2024 (the "연기 고려").
* GBP amounts based on a 1.28 USD/GBP exchange rate as of 13 March 2024.
The person responsible for making this notification is Helen Richardson, Company Secretary.
레이: 213800OQLX64UNS38U92
끝.
편집자 주
Capitalised terms used but not defined in this announcement shall have the same meaning as given in prior announcements by the Company.
Contacts
Liberum Capital Limited (Financial Adviser) 크리스 클라크 대런 비커스 오웬 매튜스 | +44 (0)203 100 2000 |
JP Morgan Cazenove (공동 기업 Broker) 윌리엄 시몬즈 제레미 번바움 | +44 (0)20 7742 4000 |
필헌트(공동기업) Broker) 루크 심슨 휴 제레미 | + 44 (0) 20 7418 8900
|
FTI 컨설팅(커뮤니케이션 어드바이저) 미치 발트롭 막심 로페스 | + 44 (0) 7807 296 032 + 44 (0) 7890 896 777 |
About Digital 9 Infrastructure plc
Digital 9 Infrastructure plc(DGI9)는 런던 증권 거래소에 상장된 투자 신탁이며 FTSE All-Share의 구성 요소이며 티커는 DGI9입니다. 회사는 세계 디지털 경제를 뒷받침하는 인터넷 인프라, 즉 디지털 인프라에 투자합니다.
The Investment Manager is Triple Point Investment Management LLP ("Triple Point") which is authorised and regulated by the Financial Conduct Authority. For more information on the Investment Manager please visit www.triplepoint.co.uk. 자세한 내용은 다음을 방문하십시오. www.d9infrastructure.com.
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