Company Announcements

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.

30 April 2024

DIGITAL 9 INFRASTRUCTURE PLC

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

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

Digital 9 Infrastructure plc today announces its audited results and publication of its Net Asset Value ("NAV") for the year ended 31 December 2023 and material developments post-period end.

Financial Highlights

·   The Company's NAV declined by 28% (£263.3 million) to £686.3 million (31 December 2022: £949.6 million), equivalent to a NAV per share of 79.33p (31 December 2022: 109.76p per share).

·   The NAV decline was primarily due to a (£179.3 million) change in the fair value of the Company's Investment Portfolio. The latter included £32.8 million of FX movements, which primarily related to Verne Global.

·  The audited valuation of the portfolio as of 31 December 2023 includes two material revisions to the unaudited independent valuation published in March 2024 amounting to (£41.5 million), resulting in the audited portfolio NAV of £686.3 million (2022: £949.6 million).

·    The change in the fair value of the Investment Portfolio was largely driven by Verne Global (£128.1 million) mainly due to FX movement and the recognition of the potential earn-out at $34.1 million, (£26.8 million*) out of a total potential contingent consideration of $135 million (£108 million**), which formed part of the Verne Transaction as defined below. Fair value movement including FX for the rest of the portfolio was (£51.2 million), relating mainly to Aqua Comms and Arqiva Group.

·   The NAV decline also includes additional expenses incurred by the Company during the year. This included £41.8 million of interest costs in respect of the RCF and the Arqiva Group Vendor Loan Note ("VLN"), £26.0 million of dividends paid in respect of Q4 2022 and Q1 2023 and £15.1 million of professional and transaction related fees, including the break fee incurred in connection with the Verne Transaction and the Strategic Review, as announced by the Company on 28 March 2024.

·   Total return based on NAV declined to minus 23.10% (31 December 2022: 10.40%), impacted by the decline in NAV and the reduced distribution of dividends in the period from 6.0 pence per share in the prior year to 3.0 pence per share paid in the current year.

·   As announced by the Company on 28 September 2023, the Board elected not to declare the Q2 2023 dividend and to withdraw the Company's target dividend of 6.0 pence per Ordinary Share for the year ending 31 December 2023. No dividend distributions are planned or foreseen in the medium-term. Any future cash distributions to shareholders are expected to take the form of returns of capital but with final allocation amounts to be determined at the time by the Board in conjunction with the Investment Manager and taking into consideration fund liquidity.

·   Once the RCF is fully repaid and cancelled, and subject to Group liquidity, the Board intends to prioritise distribution of Managed Wind-Down sale proceeds to shareholders in the form of returns of capital. The Board does not anticipate the Company repaying the Arqiva VLN in the short-term given its attractive cost and long maturity to 2029.

* GBP amounts based on a 1.27 USD/GBP exchange rate as of 31 December 2023.

** GBP amounts based on a 1.25 USD/GBP exchange rate as of 25 April 2024.

Portfolio Highlights

* Excluding EMIC-1

** Verne Global platform including Iceland, Finland and London campuses

·    The Group's diversified portfolio of high-quality assets continued to perform in line with business plans during the period.

·    Consolidated portfolio company revenue increased by 10% to £446.6 million in FY 2023 (FY 2022: £405.5 million).

·    Consolidated portfolio company EBITDA declined by 2.3% to £197.7 million (FY 2022: £202.4 million).

Aqua Comms

Aqua Comms is a leading carrier-neutral owner and operator of subsea fibre, providing essential connectivity through 20,000 km of transatlantic, North Sea and Irish Sea routes.

Revenue increased by 4% to £28.1 million (FY 2022: £27.1 million) driven by increased sales in the lease business. EBITDA declined by 33% to £8.5 million (FY 2022: £12.6 million) due to the planned addition of headcount to support sales, operations and expansion into new geographies in Asia, additional and temporary overlapping costs to internalise its previously outsourced Network Operations Centre, and the launch of Aqua Comms' third transatlantic cable, AEC-3, costs for which were incurred upfront.

EMIC-1

Managed by Aqua Comms, EMIC-1 connects key European hubs with Salalah, Oman and Mumbai, India, bringing a new, high-capacity cable system to underserved markets experiencing exponential growth in bandwidth requirements.

EMIC-1 is a pre-revenue development asset and is expected to launch in 2025. Aqua Comms achieved a large pre-sale on EMIC-1 in Q4 2023. Going forward, EMIC-1's launch has the potential to be delayed due to the geopolitical situation in the Red Sea and Middle East, which is impacting the ability of all new cable systems to be deployed in the region. Post-period end, the Company contributed additional capital to EMIC-1 of £2 million taking its total investment into EMIC-1 as of 29 April 2024 to £38 million.

Verne Global Group

The Verne Global Group of Companies includes Verne Global Iceland, Verne Global Finland and Verne Global London. Verne Global Iceland is a leading data centre platform providing highly scalable capacity to enterprise customers in a geographically optimal environment, powered by 100% baseload renewable energy. Verne Global Finland is a leading Finnish data centre and cloud services platform. Verne Global London wholly owns and operates a hyper-connected data centre in central London, providing up to 6 MW of colocation services.

Revenue increased by 22% to £50.7 million (FY 2022: £41.6 million) due to accelerated customer demand from new and existing customers. Operational profits increased at a faster pace with EBITDA increasing by 86% to £17.1 million (FY 2022: £9.2 million) as the businesses were integrated and the platform scaled, thereby delivering improved margins.

Arqiva Group

Arqiva is the UK's pre-eminent national provider of television and radio broadcast infrastructure and provides end-to-end connectivity solutions in the media and utility industries.

D9's share of Arqiva's revenue increased by 9% to £358.6 million (FY 2022: £328.2 million) due to strong growth in the Group's smart water metering business, whilst the media business generated higher revenues on account of the indexation of inflation-linked revenue contracts in addition to higher passthrough power charges. In line with management's expectations, EBITDA declined by 5% to £166.9 million (31 December 2022: £175.7 million) as a result of an increased mix of utility device sales, higher power costs, and TV channel revenue reductions.

Elio Networks

Elio Networks is a high-speed wireless connectivity provider in Ireland.

Revenue increased by 6% to £8.2 million (FY 2022: £7.7 million) and EBITDA increased by 2% to £4.2 million (FY 2022: £4.1 million). Financial performance was driven by growth in high-quality wireless connectivity operations in 2023, with unique customer connections of c.2,700 in December 2023. Furthermore, Elio Networks extended its services to Cork City in early 2023.

Sea Edge UK1

Sea Edge UK1 is the UK's only landing station for the North Sea Connect subsea cable.

In FY 2023, Sea Edge's EBITDA increased by 13% to £1.0 million (FY 2022: £0.9 million) due to positive revenue indexation and reduced expenses.

Liquidity position

Including pro-forma balances at 31 March 2024 to reflect the sale of the Verne Global Group, and substantial repayments of RCF post period end (excluding the £47 million repayment expected on 3 May 2024), the Group's total unrestricted cash amounted to £27.1 million (31 December 2023: £17.6 million). Further information on unaudited pro-forma figures can be found in the unaudited non-statutory information section in the Company's Annual Report.

Group financial leverage

* £6.8 million of additional notes issued in June 2023 as PIK interest.

** This is D9's share of Arqiva gross debt. It is not an Arqiva net debt figure and as a result does not include cash held by Arqiva; it is a more conservative approach and is in line with previously reported figures.

·    The Group held unrestricted cash of £17.6 million as of 31 December 2023 (31 December 2022: £55.5 million) of which £2.8 million was held in unconsolidated subsidiaries.

·    Aggregate Group Debt increased by 10% to £544.8 million (31 December 2022: £494.2m), comprising Revolving Credit Facility ("RCF") drawings and Letters of Credit of £373.8 million and £1.2 million respectively, and the Arqiva Group VLN of £169.8 million; the latter including accrued payment‐in-kind ("PIK") interest of £6.8 million.

Post-balance sheet activity

Sale of Verne Global

As announced on 15 March 2024, the Company completed the Verne Transaction for an equity purchase price of up to US$575 million (approximately £450 million*). The Verne Transaction included initial cash proceeds of £325.8 million* (US$415 million), a deferred cash consideration of approximately £20 million** (US$25 million) which has now been received, and a potential earn-out payment of up to approximately £108 million** (US$135 million) (the "Earn-Out") payable subject to Verne Global achieving run-rate EBITDA targets for the year ending on 31 December 2026. As of 29 April 2024, the only remaining outstanding element of the Verne Transaction is therefore the potential Earn-Out, which remains an asset of the Company.

Of the initial proceeds from the Verne Transaction, £273.5 million was used to pay down the Company's RCF, with the remaining proceeds agreed with RCF lenders to be set aside to finance additional expenses, including:

·     Approximately £17 million to cover professional fees incurred in relation to the Verne Transaction. The level of costs due to advisory fees incurred for the Verne Transaction reflects the transaction's complexity in contemplating different transaction structures and executing the sale of three separate legal entities in three different jurisdictions. This included:

o  £1.0 million for financing arrangement costs related to the accordion facility for Verne Global and legal fees to implement the amendments to the RCF facility;

o  £14.4 million for transaction advisory services, including £5.8 million for financial advice, £5.8 million for legal advice, and £2.8 million for vendor due diligence, tax, and other advice and expenses in relation to the Verne Transaction; and

o  the remaining £1.6 million representing a contingency which has not yet been utilised. £9.2 million of the aforementioned £17 million was incurred in the period-ended 31 December 2023, and £6.2 million was incurred post-period end in 2024.

·     Approximately £12 million was retained to cover future operational expenses of the Company if and when required; and

·    Approximately £23 million was retained for prudent capital management to cover possible future liabilities arising from certain indemnification provisions made in connection with the Verne Transaction. As announced on 29 April 2024, these provisions have now ceased to apply and the c.£23 million will be used to further deleverage the Company's balance sheet via a further repayment and part-cancellation of the RCF.

* GBP amounts based on a 1.28 USD/GBP exchange rate as of 13 March 2024.

** GBP amounts based on a 1.25 USD/GBP exchange rate as of 25 April 2024.

Balance sheet deleveraging

Through the Verne Transaction, the Company has substantially deleveraged its balance sheet by paying down more than 70% of its RCF, or £273.5 million, with a further reduction of 13% of the RCF (£47 million) expected to be paid on 3 May 2024. The resulting outstanding drawn amount of c.£53 million after 3 May 2024 compares with £373.8 million in March 2024. Based on the latest interest rate charged on the RCF, this combined c.£321 million deleveraging is expected to result in a Group net interest expense saving of c.£28 million to the end of the term of the facility in March 2025.

As of 31 March 2024 on a pro-forma basis, the Company reduced Group net debt by 52% to £237.2 million (31 December 2023: £495.4 million). Total leverage on a pro-forma basis was 36% as of 31 March 2024.

Going concern

Notwithstanding the Managed Wind-Down detailed below, the Board determined that given associated timelines for realising both the Earn-Out payment from the Verne Transaction and a potential sale of the Company's stake in Arqiva, it is appropriate to have prepared the Financial Statements included within the Annual Report on a Going Concern basis.

Despite the significant balance sheet deleveraging related to the repayment of over 85% of the Group's RCF as expected by 3 May 2024, c.£53 million is expected to remain outstanding, with the balance due in March 2025. No provision has been made for the costs of winding up the Company as these will be charged to the Income Statement on an accruals basis as they are incurred or as the Company becomes obligated to make such payments in the future.

As included within the Company's Strategic Report in the Going Concern and Viability section, the Company continues to disclose a material uncertainty, which may cast significant doubt over the Company's ability to continue as a going concern. The Board does believe that the Company and the Group have adequate resources to continue in operational existence for a period of at least 12 months since the reporting date.

Investment management arrangements

The Company has given notice to the Investment Manager, Triple Point Investment Management LLP ("Triple Point"), to terminate the Investment Management Agreement ("IMA"). In line with the contractual terms of the IMA, the termination is expected to take effect on 31 March 2025 as the Investment Management Agreement cannot be terminated before this date.

The Board believes that undertaking an independent review of the investment management arrangements is in shareholders' interests to objectively determine the optimal course for an orderly execution of the Managed Wind-Down that will maximise shareholder value.

This review is ongoing and includes evaluating the following options for the Company (i) continuing to be managed by Triple Point on different fee arrangements were the termination not to take effect in March 2025; (ii) becoming managed by a new investment manager; or (iii) becoming a self-managed alternative investment fund. The Board is being supported by an independent financial adviser in this process, which is expected to be largely complete by the time of the Company's AGM.

Capital allocation

As announced on 25 March 2024, 99.9% of shareholders who voted at the General Meeting held on the same day approved the resolution to adopt a new Investment Objective and Policy, which will enable an orderly Managed Wind-Down of the Company's portfolio of five remaining wholly-owned assets.

Through a Managed Wind-Down, the Board will seek to realise all of the Company's investments in a manner that achieves a balance between maximising the net value from these assets and making timely capital returns to shareholders.

Sale preparations for wholly-owned assets, which include Aqua Comms, EMIC-1, Sea Edge UK1 and Elio Networks, are being progressed following shareholder approval of the Company's Managed Wind-Down. Investor outreach for the sale of Aqua Comms, EMIC-1 and Elio Networks commenced in April 2024.

As stated above, the drawn amount of the RCF is expected to reduce to c.£53 million on 3 May 2024. Following this, the Board expects to use initial proceeds from the Managed Wind-Down to repay the RCF's outstanding balance, thereby addressing the Group's residual financial uncertainty.

Once the RCF is fully repaid and cancelled, and subject to Group liquidity, the Board intends to prioritise distribution of sale proceeds from the Managed Wind-Down to shareholders in the form of returns of capital. The Board does not anticipate the Company repaying the Arqiva VLN in the short-term given its cost and long maturity to 2029.

The Board firmly believes that the corporate actions undertaken in 2023 and post-period end have enabled the Company to accelerate its balance sheet deleveraging which, in turn, will enable the Company to maximise the value of its remaining wholly-owned assets from a position of improved financial strength.

Directorate changes

As announced on 25 March 2024, the Board 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.

Since then, Aaron Le Cornu has assumed the role of Independent Chair of the Valuation Committee and Gailina Liew the role of Independent Chair of the Management Engagement Committee.

The Board is in advanced stages of recruiting a permanent Chair and at least one new Non-Executive Director to support the execution of the Managed Wind-Down. 

ENDS.

Notes to Editors

Annual Report

The Annual Report is available for download at www.d9infrastructure.com/investors.

Webcast for Analysts

A webinar will be held at 9am BST today by the Investment Manager. The analyst presentation will also be accessible on-demand in due course via the Company's website.

The results will also be available to view and download on the Company's website and hard copy will be posted to shareholders in due course.

Contacts

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 All-Share, with the ticker DGI9. The Company invests in the infrastructure of the internet that underpins the world's digital economy: digital infrastructure. DGI9's shareholders unanimously approved a managed wind-down of the Company's portfolio in March 2024 and subsequently, the Company is undergoing an orderly realisation of its assets to maximise shareholder value. For more information on DGI9, please visit www.d9infrastructure.com.

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.

INTERIM CHAIR'S STATEMENT

2023 was an extremely challenging year for the Company and our shareholders. 

The Board engaged extensively with shareholders and undertook several actions to improve D9's prospects by strengthening the Company's balance sheet. The Board believes these actions have and will enable the Company to maximise shareholder value going forward.

The Company owns high-quality and best-in-class businesses and assets operating in digital infrastructure sectors which benefit from attractive structural dynamics, whether it be subsea fibre or an incumbent competitive advantage in wireless networks.

The underlying financial and operating Investee Company performance was broadly in line with expectations during 2023, as consolidated portfolio company revenue grew 10% year-on-year, underpinned by robust trading performance across the portfolio. As anticipated in business plans, margins have remained under pressure for some of the portfolio companies, particularly Arqiva and Aqua Comms.

Balance sheet deleveraging

To a certain extent, structural dynamics have caused complex challenges for the Company. The Investment Manager identified growth capital expenditure of approximately £610 million over the next four years required to fully meet the growth ambitions of D9's portfolio companies.

More importantly, over the period, a higher-than-expected and more prolonged rise in interest rates and inflation increased the interest expense burden on the Group and prevented the upstreaming of dividends from Arqiva. These factors contributed to the poor share price performance which, relative to the NAV of the Company, fundamentally undervalues the assets which the Company owns.

Accordingly, the Board sought to improve D9's financial resilience, in order to enable the Company to maximise shareholder value from the portfolio. The Board and the Investment Manager believed a more conservative approach to capital allocation was required and the Board elected not to declare the Company's Q2 2023 dividend. This came with the decision to withdraw the Company's target dividend of 6.0 pence per Ordinary Share for the full year 2023 and not to make any further dividend distributions during 2023.

Through the sale of Verne Global to Ardian, the Company has substantially deleveraged its balance sheet by paying down more than 70% of its RCF, or £274 million, with a further reduction of 13% of its RCF, or c.£47 million, expected to be paid on 3 May 2024. The resulting outstanding drawn amount of c.£53 million after 3 May 2024 compares with £373.8 million in March 2024, and this reduction of the RCF is expected to result in a Group net interest expense saving of c.£28 million to the end of the term of the RCF based on the latest interest rate charged.

Portfolio valuation

The portfolio's valuation process for the December 2023 year end has concluded. The review by the auditors, PwC, has led to the agreement of two revisions to the unaudited valuations published in March, bringing the audited portfolio NAV to £686.3 million at year end (2022: £949.6 million).

The decrease was driven largely by the recognition of $34 million (25%) of the potential $135 million Verne Global earn-out. This is lower than the unaudited valuation of $67 million which was disclosed in March 2024, as a result of a more conservative treatment of the risk parameters which had been utilised in the initial independent valuation. This prudent approach recognises the inherent uncertainty and perceived risk around Verne Global's ability to meet future run-rate EBITDA targets, which in turn will determine the amount of the Earn-Out to be received by the Company in early 2027.  Alongside the change to the Verne Global Earn-Out, it was also agreed as part of the final review to increase the discount rate for Aqua Comms to reflect the nascent nature of the business' expansion into the Asia region alongside its well-established transatlantic business, which resulted in an £15.5 million decrease from the unaudited valuations published in March. Further details on the changes to unaudited valuations published on 28 March 2024 and audited valuations are set out in the Financial Overview of the Investment Manager's Report below, in addition to changes in valuation from 31 December 2022.

Shareholder returns

A change of the Company's Investment Objective and Investment Policy to enable a Managed Wind-Down was approved by shareholders on 25 March 2024, from which the Board will now seek to realise all of the Company's investments in a manner that achieves a balance between maximising the net value from these assets and making timely capital returns to shareholders.

Ultimately, following the full repayment and cancellation of the RCF, the Board intends to use proceeds to prioritise returns of capital to shareholders over the Group's longer-term obligations, including the VLN related to the acquisition of the Company's stake in the Arqiva Group.

Any cash distributions to shareholders will likely take the form of returns of capital but with final allocation amounts to be determined at the time by the Board in conjunction with the Investment Manager and taking into consideration the Company's liquidity. No further dividend distributions are planned or foreseen in the medium-term. The Company will also cease to make any new investments except where there may be a legal or contractual imperative to do so, or if new investments may facilitate a sale process and in turn deliver superior shareholder value.

Company governance

2023 was a period of significant board change. Gailina Liew was appointed to the Board in July 2023. Having overseen the sale process for Verne Global, Phil Jordan and Lisa Harrington resigned as Independent Chair and Senior Independent Director, respectively, in December 2023, to allow the appointment of new Non-Executive Directors with experience relevant to the expected changes to the Company. Since then, Charlotte Valeur has acted as Interim Independent Chair and Gailina Liew as Senior Independent Director.

Following the Board's shareholder consultation and the initiation of a Strategic Review, Richard Boléat and Brett Miller were appointed as Independent Non-Executive Directors of the Company in December 2023. Post-period end, Aaron Le Cornu was appointed as Independent chair of the Audit Committee following the resignation of Keith Mansfield in January 2024, while Brett Miller and Richard Boléat informed the Board in March 2024 they would also step down, with immediate effect.

The Board is in advanced stages of recruiting a permanent Chair and at least one new Non-Executive Director to lead and support, respectively, the execution of the Managed Wind-Down.  

We look forward to welcoming shareholders at our 2024 Annual General Meeting ("AGM"), and the Notice of AGM will follow in due course.

Investment management review

Post-period end, the Board served the Investment Manager notice with termination to take effect on 31 March 2025. As detailed in the Management Engagement Committee Report on pages 66 to 67 of the 2023 Annual Report, the Investment Management Agreement cannot be terminated before this date.

The Company is actively exploring revised commercial terms with the Investment Manager prior to the termination taking effect, alongside a broader review of alternative investment management arrangements. The Board is being supported by an independent financial adviser in this process, which is ongoing as of 29 April 2024 and is expected to be concluded before the Company's AGM.  

Irrespective of the outcome of this review, the Board aims to ensure that the investment management arrangements are more closely aligned to shareholders' interests through the course of the Managed Wind-Down.

The Managed Wind-Down

Sale preparations for the Company's wholly owned assets, which include Aqua Comms, EMIC-1, SeaEdge UK1 and Elio Networks, are being progressed following shareholder approval of the Company's Managed Wind-Down. Investor outreach for the sale of Aqua Comms, EMIC-1 and Elio Networks commenced in April 2024.

The Board is committed to executing an orderly wind-down to maximise shareholder value over time. The Company owns attractive assets with strong prospects, and the benefit of dedicated management teams and talented employees. Considering future market conditions, it may be in shareholders' best interests to delay or accelerate the outcome of any sale to achieve a balance between maximising the net value from these assets and making timely capital returns to shareholders. The Board is, of course, committed to maximising shareholder returns at the earliest possible opportunity.

The launch of a sale process for D9's stake in Arqiva is expected to take more consideration due to the complexity of the business and the co-shareholding structure. The Board continues to explore various options for Arqiva, in consultation with a collaborative shareholder group. Further detail is set out in the Company's circular dated 28 February 2024.

As part of the Verne Transaction, the Company can benefit from a potential Earn-Out payment of up to $135 million (approximately £108 million) subject to Verne Global achieving run-rate EBITDA targets for 2026. This target is as set in the business plan provided to all potential bidders at the time of the sale process. The Company also benefits from customary protections to ensure Verne Global continues operating and reporting substantially in line with existing practices, including quarterly updates on its run-rate EBITDA.

The Board notes that at completion, Ardian disclosed its intention to support the expansion of Verne Global with up to $1.2 billion of committed investment through equity and debt, multiplying the business' existing sold capacity of 29 MW for 2023 by close to four times in the medium term[ii].

As the wind-down is likely to progress over several years, the Board will carefully manage D9's operating costs and seek to reduce them on an ongoing basis, whilst containing additional advisory and transaction costs.

During the Managed Wind-down, the Company intends to maintain its investment trust status and listing with due consideration for the regulatory requirements and costs of doing so following the sale of the Company's wholly owned assets.

I would like to thank my fellow shareholders for their continued engagement with the Company and the Board through what has clearly been a challenging period.

Charlotte Valeur

Interim Independent Chair

29 April 2024

INVESTMENT OBJECTIVE AND INVESTMENT POLICY

The Board is responsible for the Company's Investment Objective and Investment Policy and has overall responsibility for ensuring the Company's activities are in line with such overall strategy.

The Company's current Investment Objective and Investment Policy, as approved by shareholders at the 25 March 2024 General Meeting receiving 99.89% of votes in favour, are published below.

Investment Objective

The Company will be managed, either by a third-party investment manager or internally by the Company's board of directors, with the intention of realising all the remaining assets in the Portfolio, in an orderly manner with a view to ultimately returning available cash to Shareholders following the repayment and cancellation of the Company's revolving credit facility ("RCF") from the proceeds of the assets realised pursuant to the Investment Policy.

Investment Policy

The assets of the Company will be realised in an orderly manner, returning cash to Shareholders at such times and in such manner (which may be by way of direct buybacks, tender offers, dividends or any other form of return) as the Board may, in its absolute discretion, determine. The Board intends that the proceeds of any asset realisations will be used to repay and cancel the RCF before any such proceeds are distributed to shareholders or used to meet other outstanding indebtedness of the Company (including the non-recourse indebtedness to the vendors of the Company's Arqiva asset, issued by way of a vendor loan note which the Company may repay or transfer to a future buyer of the Arqiva asset). The Board will endeavour to realise all of the Company's investments in a manner that achieves a balance between maximising the net value received from those investments and making timely returns to Shareholders. The Company will cease to make any new investments (including any follow-on investments) or to undertake capital expenditure, except with the prior written consent of the Board and where, in the opinion of the Board, in its absolute discretion:  

a)    failure to make the investment or capital expenditure would result in a breach of contract or applicable law or regulation by the Company, any member of its group or any vehicle through which it holds its investments; or

b)   the investment or capital expenditure is considered necessary to protect or enhance the value of any existing investment or to facilitate an orderly disposal, any such investment or capital expenditure being a "Permitted Investment".

Subject to the ability of the Company to make Permitted Investments, any cash received by the Company as part of the realisation process prior to its distribution to Shareholders will be held by the Company as cash in Sterling on deposit and/or as cash equivalents.

Borrowing and hedging

The Company may utilise borrowings for short term liquidity purposes. The Company may also, from time to time, use borrowing for investment purposes on a short-term basis where it expects to repay those borrowings from realisation of investments. Gearing represented by borrowings will not exceed 20% of Net Asset Value calculated at the time of drawdown.

The Company may use derivatives for hedging as well as for efficient portfolio management. Any such hedging transactions will not be undertaken for speculative purposes.

KEY PERFORMANCE INDICATORS

In order to track the Company and/or Group's progress, the key performance indicators ("KPIs") monitored are set out below. Sustainability KPIs can be found in the Company's separate Sustainability Report which is available here: https://www.d9infrastructure.com/digital-9-infrastructure-plc-sustainability-report-2023/.

Notes:

1 Alternative Performance Measure, further information on APMs can be found below.

INVESTMENT MANAGER'S REPORT

Review of the Year

Introduction

Portfolio companies performed broadly in line with expectations during the course of the year. However, macroeconomic factors impacted fund-level liquidity, necessitating several steps to protect the Company's balance sheet. This began with the sale of the Verne Global platform and the suspension of D9's dividend with the aim of freeing up cash to repay the Group's RCF and reduce interest costs. Following an extensive shareholder consultation, the Board initiated a Strategic Review of the Company, the outcome of which has been to begin a Managed Wind-Down of the Company as approved by shareholders on 25 March 2024, with sale processes for D9's wholly-owned assets having commenced as of April 2024. Key Investee Company activities during the year included Arqiva's senior debt refinancing and inflation collar implementation and the signing of Verne Global Iceland's green term loan.

Company and Portfolio Performance

The Company reported a pre-tax loss of £237.3 million (2022: £92.1 million pre-tax profit) for the year, equal to a 27.43 pence loss per share (2022: 11.09 pence earnings per share). This was the net result of income received from investments and revaluation losses arising on the investments held at fair value through profit or loss as at 31 December 2023. Revaluation losses were driven mainly by a devaluation of Verne Global, financing and operational costs as described in more detail in the Financial Review Section. During the period, the Company's NAV decreased from £949.6 million (109.76 pence per share) at 31 December 2022 to £686.3 million at 31 December 2023 (79.33 pence per share). The key components driving the drop in NAV are explained below in the Financial Review section.

Portfolio company performance was broadly in line with management expectations. Aggregate revenues for the Investee Companies during the period amounted to £446.6 million, 10% higher than the prior year with the increase largely attributable to inflation-indexed contracts, power pass-through and organic growth. Verne Global Iceland accelerated its top line growth to 24% year-on-year on the back of continued strong customer demand, whilst Arqiva and Aqua Comms grew by 9% and 4% respectively. In line with business plans, margins have remained under pressure for some of the businesses, particularly Arqiva and Aqua Comms. Portfolio company debt at year end consisted of £79 million at Verne Global and £744 million at Arqiva, with the Arqiva balance calculated pro rata based on D9's 51.76% economic interest.

Since July 2022, the Company had invested £4.3 million seed capital into Giggle, a development opportunity that would have provided affordable broadband to social housing through a Fibre to the Home ("FTTH") network across the city of Glasgow. As set out in our Interim Report, due to the significant identified capex pipeline of £150 million and funding constraints, the Company was unable to continue to fund the development capital expenditure required by Giggle and made a provision against the full value of Giggle.  The Company sold its 100% stake in Giggle to its senior management in Q4 2023 for £1.

Balance sheet stabilisation

Notwithstanding solid operating performance of Investee Companies broadly in line with management expectations, liquidity at a fund level was adversely impacted by persistently high interest rates and inflation, coupled with large growth capital expenditure opportunities. This led the Company to decide on and execute the following key steps to stabilise D9's balance sheet:

1.     Sale of the Verne Global group of companies

2.     Suspension of the Company's dividend

3.     Use of sale proceeds to repay and cancel part of the RCF and reduce interest payments.

Sale of Verne Global

During the period, the Company ran a competitive sale process for the Verne Global group of companies (which has operations in Iceland, Finland and the United Kingdom).  As announced on 28 September 2023, the Company received several non-binding offers for a majority stake in Verne Global. The Company, with the support of Goldman Sachs International (financial adviser for the transaction), assessed the merits of the non-binding offers for a majority stake to maximise shareholder value. The Company concluded that a sale of the Company's entire stake in Verne Global was in shareholders' best interests because, amongst other considerations, it provided an opportunity for the Company to substantially deleverage its balance sheet and provide the cash resources necessary for the Company to strengthen its financial position, particularly in light of Verne Global's significantly increased capital expenditure pipeline that the Company was unable to fund.

As announced on 15 March 2024, the Company completed the Verne Transaction for an equity purchase price of up to $575 million (approximately £450 million*). Following completion of the Verne Transaction, the Company received $415 million (£325.8 million) (the "Initial Purchase Price"). The completion followed receipt of all applicable regulatory approvals and the satisfaction of all conditions in line with the previously communicated timetable. A further deferred consideration of US$25 million (approximately £20 million**) which formed part of the purchase price has now been received.

The purchase price also comprised a potential Earn-Out payment of up to $135 million (approximately £108 million**), which is payable subject to Verne Global achieving run-rate EBITDA targets for the financial year ending December 2026 (the "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. This target is as set in the business plan provided to all potential purchasers at the time of the sale process.

The Investment Manager believes that Ardian's own value creation objectives are aligned with deploying the requisite capital expenditures to enable Verne Global to deliver in line with or close to the Performance Target.  The Company also benefits from customary protections to ensure Verne Global continues operating and reporting substantially in line with existing practices, including the provision of quarterly updates on its run-rate EBITDA.

Following the completion of the Verne Transaction as announced on 15 March 2024, the Initial Purchase Price proceeds were used as follows:

·      £273.5* million was used for partial repayment of the RCF (more details on this below);

·      c.£17 million to pay costs incurred in relation to the Verne Transaction, including a contingency of £1.6 million***;

·      Around £12 million was retained to cover future operational expenses of the Company if and when required; and

·      Around £23 million was retained for prudent capital management to cover possible future liabilities arising from certain indemnification provisions made in connection with the Verne Transaction.

* GBP amounts based on a 1.28 USD/GBP exchange rate as of 13 March 2024.

** GBP amounts based on a 1.25 USD/GBP exchange rate as of 25 April 2024.

*** It was agreed with the RCF lenders that £17 million would be set aside to pay costs arising from the Verne Transaction. This included:

·   £1.0 million for financing arrangement costs related to the accordion facility for Verne Global and legal fees to implement the amendments to the RCF facility;

·     £14.4 million for transaction advisory services, including £5.8 million for financial advice, £5.8 million for legal advice, and £2.8 million for vendor due diligence, tax, and other advice and expenses in relation to the Verne Transaction; and

·     The remaining £1.6 million represents a contingency which has not yet been utilised and may be further used to pay down the RCF.

£9.2 million of the above mentioned £17 million was incurred in the period-ended 31 December 2023, and £6.2 million was incurred post-period end in 2024.

The level of costs due to advisory fees incurred for the Verne Transaction reflects the transaction's complexity in contemplating different transaction structures and executing the sale of three separate legal entities in three different jurisdictions.

Suspension of the Company's dividend

In September 2023, at the time of considering the Q2 2023 dividend, the Board and Investment Manager were mindful of the uncertainty around the timing of the completion of the sale of Verne Global and were conscious, that the persistence of a high interest rate environment continued to weigh on the Company's liquidity position. Therefore it was agreed that a more conservative approach to capital allocation was required in the interest of the Company and its shareholders, and, on 28 September 2023 the Board elected not to declare the Q2 2023 dividend and withdrew its target dividend of 6.0 pence per Ordinary Share for the year ending 31 December 2023.  During the year, the Company paid a total dividend of 3.0 pence per share: 1.5 pence was paid in March 2023 relating to the period to 31 December 2022, and a further 1.5 pence per share in June 2023 in relation to the period to 31 March 2023.  No further dividends have been declared for 2023.

It is the company's intention to retain its Investment Company status during the managed wind down process. To maintain this status, under s1158 of the provisions the Company may be required to pay further distributions. The Board will continue to monitor this requirement.

RCF partial repayments and cancellation

Following completion of the Verne Transaction, and receipt of the Initial Purchase Price, as announced on 15 March 2024, the Company has been able to substantially deleverage its balance sheet through the partial repayment and cancellation of its RCF. Following receipt of the Deferred Consideration and the cessation of certain indemnification provisions for which the Company had ringfenced £23 million for prudent capital management, the Company intends to further reduce its drawn RCF to c.£53 million by 3 May 2024, thus completing the execution of the 3-step plan to substantially deleverage its balance sheet and reinforce its financial position.

At the time of the partial RCF repayment and cancellation effected in March 2024, the RCF documentation was amended to set revised financial covenants to make it more bespoke for the reduced portfolio size going forward until the RCF is fully repaid. The new set of covenants include:

·    The LTV test threshold at the Digital 9 HoldCo Limited level (being the ratio of total financial indebtedness of each obligor under the RCF documentation to adjusted portfolio investment value) is 20%;

·    The global LTV test threshold (being the ratio of total financial indebtedness of Digital 9 Infrastructure plc, Digital 9 HoldCo Limited and all subsidiaries to enterprise value) is 62.5%; and

·    An interest reserve based on any applicable residual RCF size must be maintained in the interest reserve account at all times to legal maturity (March 2025).

In addition to the final bullet point above, the Company also negotiated and agreed with its RCF Lenders that from 1 January 2024, the cash reserves locked up in the RCF's interest reserve account can be used for interest payments, which will enable the Company to pay interest for the residual RCF without using any unrestricted cash until the RCF's legal maturity in March 2025.

As at 29 April 2024, the balance of the interest reserve account was £9.9 million, which is sufficient to cover future outstanding interest payments due to the legal maturity. Part of these funds will also be used for the further partial repayment and cancellation planned at the beginning of May, as explained above.

Finally, the Minimum Aggregate Approved Investment Value threshold has changed from £700 million previously to 500% of the total commitments under the residual RCF.

The RCF in an important consideration for the Company, even though it is not held on the Company's balance sheet. The RCF is held by its main subsidiary D9 Holdco, but the Company is a guarantor of the facility.

Strategic Review

Following the conclusion of the Strategic Review and the subsequent shareholder approval for the revised Investment Objective and Policy, the Company has entered into a Managed Wind-Down and has started to work to realise all of the Company's assets in a manner that maximises value to shareholders. The next steps for the Investee Companies are set out below.

Next steps for the wholly-owned assets (Aqua Comms, EMIC-1, Elio Networks and SeaEdge UK1)

The Board and Investment Manager have commenced sale preparations and mandated advisers for the sale of the Company's wholly owned assets. Investor outreach for the sale of Aqua Comms, EMIC-1 and Elio Networks was launched in April 2024. Preparations for sales processes are ongoing and advisers have been appointed. The Company expects good progress to be achieved for the orderly sale of the wholly-owned assets in 2024 and will continue to update shareholders. The Company will continue to prioritise the achievement of best value for shareholders over speed of execution.

Next steps for Arqiva

As part of the Strategic Review, various options for realising the stake in Arqiva were considered on a preliminary basis by the Board. In consideration of Arqiva's complexity as a business and its co-shareholding structure, the Investment Manager and the Board believe that the maximisation of the value of D9's stake in Arqiva is likely to take longer to realise than the other investments held by the Company. As such, the Board has decided to defer launching a formal sale process for D9's stake in Arqiva for the time being but remains open to all value-accretive options, including in collaboration with Arqiva's co-shareholders.

Financial Review                                                 

Net Asset Value

The following charts show the movement in the Company's NAV on a pence per share basis, for the twelve-month period from 1 January 2023 to 31 December 2023.

In the 12 months to 31 December 2023, the portfolio's fair value movement including foreign exchange ("FX") was a reduction of £179 million or 20.7 pence per share, this is split between fair value movement and FX in the chart below with adverse FX movements comprising of 3.8 pence per share.

The total fall in value of the portfolio of 20.7 pence per share, was driven largely by a reduction in value of Verne Global platform, which contributed 14.8 pence of this reduction, whose NAV was rebased in line with the price realised in the Verne Transaction (further information on this is below). Of the 14.8 pence per share fall attributable to Verne Global, 9.2 pence was as a result of recognition of the Earn-out at £26.8 million ($34.1 million out of a total contingent consideration of $135 million), 2.3 pence was due to adverse FX movements with the balance being other valuation movement, including additional contributions to and repayments from, the Verne Group in the 12 month period to 31 December 2023.

NAV per share movement - twelve months to 31 December 2023

(pence per share)

Reconciliation to IFRS Valuation

The below chart shows the build-up of the IFRS Investment Valuation held on the Balance Sheet of the Company. £639.9 million is the valuation of the Company's wholly-owned subsidiary Digital 9 HoldCo Limited which holds the investments in the underlying Investee Companies. There is also a £36.2 million shareholder loan the Company has made to Digital 9 HoldCo Limited; this is shown separately. The total valuation on the Balance Sheet of the Company is £676.1 million.

The chart below includes the gross equity valuation of the Company's share of Arqiva (£503.6 million) and shows deductions for the VLN principal (£163.0 million), for the additional VLN notes issued in June 2023 (£6.8 million) and for VLN interest accrued to 31 December 2023 (£5.1 million). This yields a proforma valuation of £328.7 million net of all VLN deductions. Deductions are also made for the RCF, which, for the avoidance of doubt, do not sit on the Company's Balance Sheet, but are held in underlying unconsolidated subsidiaries of the Company, being Digital 9 Wireless OpCo 2 Limited and Digital 9 HoldCo Limited respectively.

A pro-forma consolidation Group position, is provided below in the Company's Annual Report in the unaudited non-statutory information section.

HoldCo valuation reconciliation as of 31 December 2023

(£ million)

Valuations

The independent valuation process of the Company's portfolio of assets and the audit have now concluded for the December 2023 year end. During the audit process, the key inputs and assumptions for all operating models used in the valuation process were revisited and challenged to arrive at the audited fair value figures. As a result, the unaudited valuations for two of the Company's assets, Aqua Comms and the Verne Earn-out, have been revised to reflect a more conservative valuation than had been previously announced.

For Aqua Comms, the discount rate utilised was increased to reflect the nascent nature of the business' expansion into the Asia region alongside its well-established transatlantic business. This more conservative approach has resulted in a reduction of the Aqua Comm valuation of 7% relative to the unaudited NAV published on 28 March 2024.

For the Verne Earn-Out, measuring the fair value of contingent consideration presented a number of valuation challenges. In pricing the Earn-Out, a scenario-based technique (Monte Carlo Simulation) was used by the independent valuer. This technique involved considering discrete scenario-specific cash flow estimates around Verne Global achieving its run-rate EBITDA targets. These amounts were then probability weighted and discounted using an appropriate discount rate.

After consultation with the auditor and the independent valuer the Board took a more conservative approach to the risk parameters which had been utilised in the initial independent valuation. This prudent approach recognises the inherent uncertainty and perceived risk around Verne Global's ability to meet future run-rate EBITDA targets, which in turn will determine the amount of the Earn-Out to be received by the Company in early 2027. This approach reflects the most recent update to the AICPA (American Institute of Certified Public Accountants) guidelines for valuing contingent consideration. When considering the above, the calculations were adjusted accordingly which reduced the Earn-Out valuation by £25.9 million from the unaudited number previously announced, a 49% reduction when compared to the unaudited NAV published on 28 March 2024.

Going forward, the fair value of the Earn-Out will be updated each reporting period to reflect the actual progress made by Verne Global in achieving the run-rate EBITDA target.

Valuations for the remainder of the Company's Investee Companies are unchanged from the unaudited figures published on 28 March 2024.

The total portfolio valuation stands at £1,029 million and this comprises the reduction for the VLN including additional notes issued in June 2023 and accrued interest on the VLN as at 31 December 2023 reflecting a 6% reduction to the unaudited figures published in March 2024.

The decrease was driven largely by the recognition of only $34 million (25%) of the potential $135 million Verne Global Earn-Out, reflecting the uncertainty and perceived risk around Verne Global's ability to meet future run-rate EBITDA targets.

Summary of Portfolio Valuation methodology

The cash flows used in the valuations are from Investee Company operating models, which are reviewed and signed off by the respective Investee Company boards. These models are used to evaluate Investee Company performance and assess the performance of Investee Company management.

Valuation

Investment valuations are calculated at the financial half-year (30 June) and the financial year-end (31 December) periods. For the current period ended 31 December 2023, in arriving at their fair value conclusions the Board obtained an independent valuation of Aqua Comms, Elio Networks, Arqiva Group and the Verne Earn-Out whose sale completion was announced on 15 March 2024 (the "Verne Transaction"). EMIC-1 continues to be held at cost and reflects cash contributed by the Company while SeaEdge remains consistent with prior years.

The fair valuation of the portfolio has also been reviewed by the Company's auditors, PwC, as at 31 December 2023 and further details are set out in the Independent Auditors' Report on pages 90 to 97 of the 2023 Annual Report.

Discount rates

As described in Note 4, investments are typically valued on a discounted cash flow ("DCF") basis. The discounted cash flow from revenue is forecasted over an 8-to-10-year period followed by a terminal value based on a long-term growth rate. Discount rates are arrived at via a bottom-up analysis of the weighted average cost of capital, using both observable and unobservable inputs, and calculation of the appropriate beta based on comparable listed companies. Where appropriate, a sense-check to the DCF analysis is done by comparison to market multiples.

In respect of the portfolio of data centres where the disposals were completed after the year end, the fair value of these investments at the year-end equals the agreed disposal value plus an amount for the valuation of the Earn-Out as per the terms of the share purchase agreement ("SPA").

As a result of the above, discount rates are only relevant to Arqiva, Aqua Comms, Elio Networks and the Verne Global Earn-Out, which was valued utilising a Monte Carlo Simulation. The weighted average discount rate used in these valuations was 13.62%.

Liquidity

The chart below shows the unrestricted cash movements for the Group in the six-month period to 31 December 2023. For the avoidance of doubt, this chart includes all unrestricted cash across the D9 subsidiaries to 31 December 2023 and is on a cash basis and not an accruals basis.

A second chart showing the cash flow movements across the Group from 1 January 2024 to 31 March 2024 has also been added in the unaudited non-statutory information section.

As at the period end, the Group held total cash of £49.4 million[iii]. Of this, unrestricted cash available for use was £17.6 million, shown in the chart below. Restricted cash consisted of an escrow account in relation to the EMIC-1 project, which in 2024 is being unwound as project milestones are hit.

At 31 December 2023, the Group had cash of £24.4 million in a restricted interest reserve account, under the terms of its RCF. In agreement with its RCF lenders, the Company negotiated and agreed that from 1 January 2024 the cash reserves in the RCF's interest reserve account can be used for interest payments which enables the Company to pay interest for the residual RCF without using any unrestricted cash until the RCF's legal maturity in March 2025.

Unaudited Unrestricted Cash Group Waterfall - 1 July 2023 to 31 December 2023

(£ million)

Restricted cash of £31.9 million included a Restricted Interest Reserve Account in relation to the RCF of £24.4 million and an amount in a restricted escrow account in relation to the construction of EMIC-1 of £7.5 million.           

Unrestricted cash includes £14.8m held at the Company level, with the balance being held in unconsolidated subsidiaries.

The Company had fully drawn the RCF as at the reporting date in the form of £373.8[iv] million drawn and £1.2 million committed through a Letter of Credit in favour of Verne Global Iceland.

As described in both the Interim Chair's Statement and Investment Manager's Review, the Group closed the sale of the Verne Global group of companies as announced on 15 March 2024. Subsequent to this, the cash position of the Group has strengthened.

A cash waterfall for the 3 months to 31 March 2024 is included within the unaudited non-statutory information section below.

Inflation

The 12 months to 31 December 2023 saw some of the highest inflation in recent years, which had both positive and adverse effects on the Investee Companies. The Investment Manager and Board monitored developments closely and took steps to reduce forward macroeconomic exposure through hedging instruments and forward agreements.

High RPI in March 2023 (13.5%) had a direct short-term cash flow impact on Arqiva due to its inflation-linked swaps, with Arqiva paying £147 million in accretion payments (equating to c.£76 million prorated for D9's 51.76% economic interest in Arqiva). For the avoidance of doubt, accretion is paid by Arqiva, not D9. The long-term net impact of inflation on Arqiva is positive, increasing EBITDA due to the compounding effect of Arqiva's long-term inflation-linked contracts. RPI has fallen substantially from the Q1 2023 peak, dropping to 4.3% in March 2024, which will result in an accretion payment of c.£53 million in June 2024 (equating to c.£28 million prorated for D9's 51.76% economic interest in Arqiva). Furthermore, Arqiva's inflation collar implemented in June 2023 limits future downside inflationary exposure by capping accretion payments at an effective RPI of c.6.0% for the remaining life of the swaps, which expire in 2027. More information on Arqiva can be found below.

Debt financing

As at 31 December 2023, the Group had unrestricted cash of £17.6 million and the RCF was fully drawn at £375 million (divided into a £373.8[v] million cash draw and a £1.2 million non-cash draw for a Letter of Credit provided under the RCF in favour of Verne Global Iceland). In aggregate, excluding Investee Companies, D9 had gross debt of £544.8 million, comprising the VLN and RCF (including the Letters of Credit described above) as of 31 December 2023, which is 51% of Adjusted GAV. For the avoidance of doubt, the VLN balance also includes the additional PIK notes issued in June 2023, but does not include the accrued interest of £5.1m to 31 December 2023.

Debt metrics

The Facility is structured as a syndicated facility, fully underwritten by Natixis and with a fixed term of five years, maturing in June 2028. The interest rate payable in the first three years of the facility is 3% per annum over the Secured Overnight Financing Rate ("SOFR"), stepping up to 3.25% per annum and 3.5% per annum, in fourth and fifth year, respectively. Verne Global Iceland has also put in place an interest rate swap for the first three years of the facility to manage longer-term fluctuations in interest rates. The fixed rate for the tenor of the swap is 4.14% per annum and the all-in fixed rate, including the applicable margin, is 7.14% per annum.

As announced on 15 February 2024, Verne Global Iceland signed a $17 million increase (the "Accordion Facility") under the terms of the Green Term Loan to help fund growth capital expenditure and strengthen cash position ahead of closing the Verne Transaction, bringing the total indebtedness under the facility to $117 million.

The Green Term Loan debt liability has been transferred in whole as part of the Verne Global sale.

Portfolio Summary and Key Value Drivers

As at 29 April 2024, the Company's portfolio consists of 5 attractive and complementary investments.

The below table shows the portfolio's asset and sector concentration levels comprising valuations as at 31 December 2023.

A pro forma basis as at 31 March 2024 following the completion of sale of the Verne Global group of companies is set out in the 'Unaudited Non-Statutory Information' section at the end of this report.

Portfolio Concentration at 31 December 2023

Sector Concentration at 31 December 2023

 Review of Portfolio as of 31 December 2023

In 2023, aggregate Investee Company revenue grew by 10% year-on-year, driven mainly by the performances of Arqiva, Aqua Comms and Verne Global. EBITDA during the period was negatively affected by Arqiva and Aqua Comms, as was factored into business plans. Further details are provided in the following sections.

The sale of the Verne Global group of companies, which completed in March 2024, removed the majority of D9's exposure to the data centre subsector. Adjusting for the sale, the pro-forma subsector exposure at year-end was predominantly subsea and wireless, with Aqua Comms and Arqiva being the largest contributors.

Portfolio Financial Performance (including Verne Global)

Pro-forma Portfolio Financial Performance (excluding Verne Global)

Aqua Comms (excluding EMIC-1)

Aqua Comms is a leading carrier-neutral owner and operator of subsea fibre, providing essential connectivity through 20,000 km of transatlantic, North Sea and Atlantic, and Irish sea routes. Aqua Comms serves mainly hyperscalers and global carriers who have an exponential data demand.

Compared to 2022, revenue increased by 4% in 2023 mainly driven by increased sales in Aqua Comms' lease business. EBITDA decreased by 33% mainly because of the planned addition of headcount to support sales, operations and expansion into new geographies such as Asian markets in line with the business' long-term strategy, along with additional and temporary overlapping costs to internalise its previously outsourced Network Operations Centre. In addition, the launch of Aqua Comms' third transatlantic cable, AEC-3, in August 2023 temporarily hindered profitability as all related costs were incurred upfront (e.g. backhaul leases). Therefore, Aqua Comms expects that revenue ramp-up will occur in future years. Aqua Comms also expects customer demand to remain strong in the foreseeable future whilst capacity demand continues to grow at very high rates.

Aqua Comms had a successful year in 2023 in its core transatlantic market, growing its lease business by double the growth rate of the overall market, demonstrating Aqua Comms' ability to capture market share and testament to the strength of the sales team. Aqua Comms also launched AEC-3 onto its network in August 2023, adding a third high-capacity system to their transatlantic footprint offering enhanced diversity in both the US and Europe and delivering the latest technology to its customers.

In February 2024, CEO Jim Fagan decided to leave the business to pursue an external opportunity. He hands over a company which has a strong, growing Atlantic business and a significant pipeline of future opportunities to extend its reach to new markets on the back of strong competences and market positioning. Aqua Comms' Chief Networks Officer Andy Hudson has been appointed acting CEO after leading all aspects of Aqua Comms' global operations and engineering since June 2017. Chair Alan Harper is providing enhanced commercial and strategic assistance to Andy Hudson as Aqua Comms continues to execute on its ambitious sale plans for its multiple Atlantic routes and the new EMIC-1 system, which is under construction.

EMIC-1

Aqua Comms is also managing the EMIC-1 system with its development continuing through 2023 before expected launch in 2025. EMIC-1 has the potential to be delayed based on the geopolitical situation in the Red Sea and Middle East, which is impacting the ability of all new cable systems to be deployed in the region. Despite the geopolitical situation and potential for delay, the Aqua Comms team achieved a large pre-sale on EMIC-1 in Q4 of this year.

* Includes £2 million of capex funded post balance sheet.

Verne Global Iceland

Verne Global Iceland is a leading data centre platform which provides highly scalable data centre capacity to its enterprise customers in a geographically optimal environment, powered by 100% baseload renewable energy. Energy is sourced exclusively from local, stable and predictable hydroelectric and geothermal power generation which is secured with a 10-year fixed-price supply contract, enabling customers to reduce their carbon footprint significantly. Verne Global's year-round, free-air cooling capabilities make it one of the most energy-efficient data centres in the world and reaffirms the Company's ambition to decarbonise digital infrastructure in line with United Nations Sustainable Development Goal 9 ("UN SDG 9").

In light of increased global temperatures, increasing ESG reporting requirements, and the recent power pricing and availability crisis in Northern Europe, enterprises are focused on sustainable data centre solutions, which benefit from low-cost, long-term, renewable power, and which bring stability, availability and scalability to support their rapidly increasing high performance compute needs.

During the period, Verne Global generated sustained and accelerated demand for its facilities from both new and existing customers. Revenue increased by 24% in 2023, driven by new colocation contracts coming online along with the continued ramp-up of existing colocation contracts. EBITDA grew by 41% in the period, with EBITDA margin increasing to 40% as the business continued to scale.

At 31 December 2023, Verne Global had 99% of recurring revenue benefitting from fixed annual uplifts ranging from 2% to 5% offering strong revenue inflation protection generated from c.40 leading global high-performance computing, supercomputing and enterprise customers. This delivers long-term, inflation-protected income across a variety of sectors, including automotive, artificial intelligence and financial services.

As previously noted, Verne Global drew a $100 million (c.£80 million) green term-loan debt facility in June 2023 and subsequently put in place an interest rate swap for the first three years of the facility, applying an all-in fixed interest rate of 7.14% to the facility. The proceeds were used to:

During the period in which the Company held Verne Global in its portfolio, the Investment Policy included a restriction that the Company could not invest more than 25% of Adjusted Gross Asset Value in any single asset or Investee Company (measured at the time of any investment into such asset or Investee Company). Therefore, due to Verne Global's large contribution to the portfolio's Adjusted Gross Asset Value, prior to the Verne Transaction, the Group could not have materially increased its exposure to Verne Global through further capital expenditure without breaching the Investment Policy.

Verne Global Finland

Verne Global Finland 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. Verne Global Finland has existing buildings capable of providing up to 23 MW.

Although capital expenditure plans had been delayed pending closing of the Verne Global Sale, Verne Global Finland has continued to grow its client base and is looking to expand its data centre capacity further to meet increasing customer demand, particularly in its Helsinki campus. 

In 2023, Verne Global Finland achieved revenue growth of 6% and EBITDA growth of 52% year-on-year as new customer contracts were secured, increasing utilisation on its sites. EBITDA growth also reflected year-end adjustments for one-off items relating to intergroup recharges and severance payments.

Verne Global London

Verne Global London wholly owns and operates a hyper-connected data centre in Farringdon, central London, providing up to 6 MW of colocation services. Verne Global London's facility is a fully accredited hub for connectivity and content distribution to networks across the UK and worldwide and is in an ideal location for latency-sensitive workloads.

2023 saw revenue growth of 40% as a result of power passthrough, customer contracts ramping up, upfront installation fees and smaller bespoke projects for customers. This resulted in strong growth overall in 2023, as revenue grew 40% year-on-year and EBITDA margin turned positive, at 23%.

Since acquisition, the data centre has been integrated into the Verne Global platform. The business has benefitted from this and a hedged power procurement policy, turning a loss-generating operation into a profit-making one. During the Company's ownership, we have continued to reinvest into the facility to maintain and improve its critical infrastructure and expand capacity towards 6 MW.

* Not material as previous year negative

SeaEdge UK1

D9 owns the underlying real estate of the SeaEdge UK1 data centre asset and subsea fibre landing station, which is located in Newcastle on the UK's largest purpose-built data centre campus. D9 leases the facility to data centre operator, Stellium Data Centres Ltd, on a 25-year occupational lease.

SeaEdge UK1 is the UK's only landing station for the North Sea Connect subsea cable, which improves connectivity in northern England and forms part of the North Atlantic Loop subsea network, which includes Aqua Comms' AEC-1 and AEC-2 cables.

Revenue growth of 11% and EBITDA growth of 13% were achieved in 2023 due to positive revenue indexation and reduced expenses.

The asset is leased on fully repairing and insuring terms to the tenant and operator, Stellium Data Centres Ltd, via a 25-year occupational lease with over 21 years remaining. Stellium continues to meet its payment obligations under the lease, delivering on the Company's target yield at acquisition.

Elio Networks

Elio Networks is an enterprise high-speed connectivity provider that owns and operates the highest capacity fixed wireless access ("FWA") network in Greater Dublin, connecting c.1,600 enterprise customers with high-quality wireless access across over 50 base stations.

Elio Networks continued growing its high-quality wireless connectivity operations in 2023, with unique customer connections of c.2,700 in December 2023. Elio Networks completed a re-branding exercise and launched under its new name in February 2023. Furthermore, Elio Networks extended its services to Cork city in early 2023, reaffirming its position as the leading wireless fixed connectivity player in Ireland. Elio Networks achieved £8.2 million revenue in 2023, a 6% increase on 2022.

The provider has a diverse client base, including larger multinationals, government bodies, global technology companies, small professional service firms, retail and hospitality companies. Elio Networks was launched to address the growing requirement for affordable high-speed broadband in the greater Dublin area. Since then, it has grown to become the largest wireless internet service provider ("ISP") in the greater Dublin region, with the 2023 expansion into Cork city reaffirming its position as a leading connectivity player in Ireland.

Arqiva

Arqiva is the UK's pre-eminent national provider of television and radio broadcast infrastructure and provides end-to-end connectivity solutions in the media and utility industries. It has been an early and leading participant in the development of smart utility infrastructure in the UK through its smart water and energy metering services. It is also a leading provider of satellite uplink infrastructure and distribution services in the UK.

Note: Figures presented are prorated based on D9's 51.76% economic interest in Arqiva.

* To enable comparison in line with previous valuations, NAV is presented as equity value (£504 million as of 31 December 2023) less VLN principal (£163 million). A proforma NAV is presented as £329 million, and this is net of £7 million PIK notes issued in June 2023 and £5 million further interest accrued to 31 December 2023.

Arqiva is a large, robust business with c.1,300 employees and predictable earnings underpinned by long-term contracts with blue-chip customers, including the BBC, ITV, Channel 4, Sky, Discovery, the DCC and Thames Water. Arqiva's utilities business continues to represent an exciting growth opportunity grounded in a quality product offering and enabling clear cost savings and environmental benefits.

Arqiva sustained good business momentum in 2023, with revenue up 9% year-on-year, reflecting strong growth in smart water metering, whilst the media business saw upwards indexation of inflation-linked revenue contracts and higher passthrough power charges. Limited offset was driven by some TV channel customers entering administration. EBITDA dropped by 5% year-on-year as a result of an increased mix of utility device sales, higher power costs and TV channel revenue reductions, as well as some one-offs. The Arqiva business plan already anticipated a drop in EBITDA in this period.

The UK government is currently drafting the Media Bill, which includes a range of provisions to modernise broadcasting regulation and support public service broadcasters. At its second reading in the House of Commons in November 2023, MPs spoke about the importance of protecting delivery of Broadcast TV in the long term to ensure broadcast services remain available to everyone in the UK.

Whilst macroeconomic factors impacted some customers during the year, Arqiva continued to see positive commercial momentum in both media and smart utilities. Several major Digital Audio Broadcasting ("DAB") contracts were extended to 2035, with DAB remaining the UK's dominant listening platform, delivering 42% of all listening hours. Arqiva also signed a multi-year deal with a UK public service broadcaster ("PSB"), representing the first Satellite Direct to Home deal (including satellite capacity) that has been signed with a PSB. Arqiva continues to carefully monitor customer demand and requirements to ensure efficient management of satellite transponder capacity. In November, Arqiva announced the extension of its smart water meter network through a contract to deliver an additional 300,000 meters for its existing customer Anglian Water ("Anglian") by 2025. This should allow Anglian to continue to improve network monitoring, identify and reduce leakages, and engage with customers to modify behaviour and help them reduce consumption. To date, Anglian's smart water metering programme has helped customers find and resolve over 200,000 leaks in their properties, on average saving three million litres of water per day over the past three years.

Clarification on capital structure at Arqiva and at HoldCo level

In October 2022, D9 acquired a 51.76% economic interest (48.02% equity stake) in Arqiva for £463 million, which consisted of £300 million paid in cash and £163 million owed to the vendor in the form of a vendor loan note (VLN). For further details on the VLN, see below. Per the valuation conducted by the independent valuation adviser, Arqiva is held at a NAV of £341 million as of 31 December 2023, representing a 13.5% increase on the £300 million D9 paid initially. For comparative purposes, NAV is presented as equity value (£504 million as of 31 December 2023) less VLN principal (£163 million). As of 31 December 2023, D9 still owes the £163 million VLN principal to the vendor along with £6.8 million of PIK interest (PIKed on 30 June 2023) as well as £5.1 million interest accrued from 01 July 2023 to 31 December 2023. Arqiva also holds a large balance of shareholder loans owed to its own shareholders. For the avoidance of doubt, these do not represent an external debt obligation and should be stripped out when examining Arqiva's leverage. Arqiva's total external debt as of 31 December 2023 was £1,438 million, which corresponds to £744 million attributable to D9 pro rata based on its 51.76% economic interest.

Collar on Arqiva's inflation-linked swaps

As disclosed in June 2023, Arqiva implemented a collar on its inflation-linked swaps, which applies a cap and floor to future accretion payments, limiting downside cash flow exposure for the business. For its financial year ending June 2023, Arqiva paid £147 million in accretion (equating to c.£76 million prorated for D9's 51.76% economic interest in Arqiva). This was based on a 13.5% Retail Price Index ("RPI") inflation rate in March 2023. As a result of the collar, accretion payments going forwards are effectively limited by the collar's cap of c.6.0%. If RPI is lower than c.6.0%, the accretion payment will be proportionally lower as well, down to an RPI floor of 2.5%. Driven by 4.3% RPI in March 2024, the June 2024 accretion payment will be c.£53 million, c.£28 million of which is attributed to D9 based on its 51.76% economic interest. For the avoidance of doubt, accretion payments are made by Arqiva out of its operational cash flows, not paid by D9. The swaps expire in April 2027.

Arqiva senior debt refinancing

Through late June and early July, Arqiva Group raised £345 million of new debt, the proceeds of which were used to repay £262 million of existing debt which was approaching maturity, whilst providing Arqiva Group with an additional £83 million for general corporate purposes. This followed £45 million of senior debt amortisations over the previous 12 months, as well as the net £175 million deleveraging of Arqiva Group's junior debt in Q3 2022. Arqiva Group's interest rate swap portfolio was also rebalanced to maintain compliance with hedging covenants, such that changes in gilt yields continue to have no material impact on Arqiva Group's interest costs net of the pre-existing swaps portfolio.

Vendor loan note interest accrual

D9's 2022 acquisition of a 48.02% equity stake in Arqiva consisted of £300 million paid in cash and a £163 million vendor loan note issued by the vendor. The VLN, which matures in 2029, is non-recourse to the Company. In the event of a default, recourse is limited to the Company's shares in Arqiva Group Limited, and this charge is registered at Companies House against D9 Wireless Midco 1 Limited, a subsidiary of the Company.

The VLN is due to mature on 18 October 2029 and has the following stepped interest rate profile:

·      6% per annum up to and including 30 June 2025;

·      7% per annum from 1 July 2025 up to 30 June 2026;

·      8% per annum from 1 July 2026 up to 30 June 2027; and

·      9% per annum from 1 July 2027 to maturity.

Interest on the VLN is due annually in arrears on 30 June, and D9 has the choice either to settle each payment in cash or to accrue it. For the period ending 30 June 2023, the Company elected to accrue the interest, increasing the VLN's outstanding balance from £163.0 million to £169.8 million. The proforma VLN balance stood at £174.9 million as of 31 December 2023, which consisted of the £169.8 million of notes issued as of 30 June 2023 plus £5.1 million of interest accrued to 31 December 2023. PIK interest is capitalised into the balance of the VLN annually in June each year, and all interest on the Arqiva VLN was PIK at 30 June 2023. No interest on the VLN has been settled in cash.

Accrued interest must be repaid in full before distributions can be made to the Group. After the fourth anniversary of the VLN (18 October 2026), the Group can only receive distributions if the entirety of the VLN principal and any rolled up interest have been repaid in full. The Company expects Arqiva's future cashflows to cover D9's VLN interest payments.

Note: Figures presented are pro-rated based on D9's 51.76% economic interest in Arqiva.

Diego Massidda

Head of Digital Infrastructure

Triple Point Investment Management LLP

29 April 2024

SECTION 172(1) STATEMENT

The Board is committed to promoting the success of the Company whilst conducting business in a fair, ethical, and transparent manner.

The Board makes every effort to understand the views of the Company's key stakeholders and to take into consideration these views as part of its decision-making process.

As an investment company, the Company does not have any employees and conducts its core activities through third-party service providers. The Board seeks to ensure each service provider has an established track record, has in place suitable policies and procedures to ensure they maintain high standards of business conduct, treat shareholders fairly, and employ corporate governance best practice.

As a Jersey incorporated entity, the Company voluntarily discloses how the Directors have had regard to the matters set out in section 172(1)(a) to (f) and fulfils the reporting requirements under section 414CZA of the Companies Act 2002 (the "Act").

The following disclosure describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) when performing their duty under s172 and forms the Directors' statement required under section 414CZA of the Act.

Stakeholder Engagement

Principal Decisions

Principal decisions have been defined as those that have a material impact to the Group and its key stakeholders. In taking these decisions, the Directors considered their duties under section 172 of the Act.

Verne Global sale

In November 2023, the Company announced the sale of its entire stake in the Verne Global group of companies which completed following the year end in March 2024. 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 deleverage its balance sheet and provide the cash resources necessary for the Company to strengthen its financial position.

Decision to suspend the Company's dividend target

The Board elected to not declare the Q2 2023 dividend and withdrew its target dividend of 6.0 pence per Ordinary Share for the year ended 31 December 2023. The Board carried out a formal consultation with shareholders to discuss the future direction of the Company which included gathering feedback with regard to dividend policy. The Board met with shareholders representing c.74% of the Company's issued share capital, in conjunction with the Investment Manager and the Company's Joint Corporate Brokers, J.P. Morgan Cazenove and Peel Hunt (Joint Corporate Broker from 12 April 2023 to 3 April 2024), and in addition to hosting a retail shareholder-only webinar.

Initiation of a Strategic Review

In November 2023, following the announcement of the Verne Global sale and shareholder consultation, the Board initiated a Strategic Review to develop a set of actions with a view to maximising shareholder value going forward.

The Company announced the conclusion of the Strategic Review on 29 January 2024 following year end. Further information in relation to the Strategic Review can be found in the Investment Manager's Report.

Change of Directors

During the year, the Company undertook a formal recruitment process led by the Nomination Committee, with the support of an independent search consultancy, for the appointment of a new Board member. This process actively encouraged a diverse pool of candidates who could contribute specific skills and experience identified by the Board and would support the Board's commitment to diversity, in line with the FCA's targets under the Listing Rules. The Board was pleased to announce the appointment of Gailina Liew on 1 July 2023 as an Independent Non-Executive Director.

During the period, Phil Jordan and Lisa Harrington stepped down as Directors of the Company effective 14 December 2023, and Richard Boléat and Brett Miller were appointed as Independent Non-Executive Directors of the Company with effect from 19 December 2023 and 21 December 2023 respectively. Following the period end on 3 January 2024, Keith Mansfield stepped down as a Director of the Company, and on 23 March 2024 Brett Miller and Richard Boléat stepped down as Directors of the Company.

RISK MANAGEMENT

Framework

The Board and the Investment Manager recognise that risk is inherent in the operation of the Company and are committed to effective risk management to ensure that shareholder value is protected and maximised.

As an externally managed investment company, the Company outsources key services to the Investment Manager and other service providers and rely on their systems and controls. The Board has ultimate responsibility for risk management and internal controls within the Company and has convened a Risk Committee to assist it in these responsibilities. The Risk Committee undertakes a formal risk review twice a year to assess and challenge the effectiveness of our risk management and to help define risk appetite and controls to manage risks within that appetite, particularly those which would threaten its business model, future performance, solvency, valuation, liquidity or reputation. Further details of the Risk Committee's activities can be found in the Risk Committee Report on pages 72 to 73 of the 2023 Annual Report.

The Investment Manager has responsibility for identifying potential risks at an early stage, escalating risks or changes to risk and relevant considerations and implementing appropriate mitigations which are recorded in the Group's risk register. Where relevant, the financial model is stress tested to assess the potential impact of recorded risks against the likelihood of occurrence and graded suitably. In assessing risks, both internal controls and external factors that could mitigate the risk are considered. A post-mitigation risk score is then determined for each principal risk. The Board regularly reviews the risk register to ensure gradings and mitigating actions remain appropriate.

Risk Appetite Statement

Managing risk is fundamental to the delivery of the Company's strategy, and this is achieved by defining risk appetite and managing risks within that appetite. Risk appetite is the level of risk the Company is willing to take to achieve its strategic objectives. Post year end, this is being re-assessed to align to the revised strategy of being in a Managed Wind-Down.

The Board is responsible for setting the Company's risk appetite and ensuring that the Company operates within these parameters. The Board defines its risk appetite using a category of risks inherent to the environment in which the Company operates. Risk appetite is set for each category of risk enabling the actual risks which are identified by management to be compared to the defined appetite, to identify where any additional mitigation activity is required. Any risks outside of tolerance are subject to additional oversight and action planning. The Board has reviewed the Company's appetite for each of the principal risks set out below.

The Board will review and monitor the Company's risk appetite at least on an annual basis or when there is a material change in the internal or external environment, to ensure that it remains appropriate and consistent with the Investment Policy.

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 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 29 April 2024 may also have an adverse effect on the Group.

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 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.

The Investment Manager has a strong pedigree in understanding the current and future expectations with regards to climate change and all strategic decisions are assessed against a backdrop of understanding the impacts on compliance with these obligations and commitments made.

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. The Investment Manager constantly monitor, the emerging technology trends with digital infrastructure to ensure Investee Companies evolve their business models where required to mitigate impact.

GOING CONCERN AND VIABILITY

Going Concern

Following the recent shareholder vote at the General Meeting, the Company is now in a Managed Wind-Down. The audited Financial Statements for the year ended 31 December 2023 continue to be prepared on a going concern basis.

As part of the Strategic Review, various options for realising the stake in Arqiva were considered by the Board and after careful consideration of Arqiva's plans and current market conditions, the Board believes that the maximisation of the value of the Company's stake in Arqiva is likely to take longer to realise than the other investments held by the Company. As such, whilst the Company will continue to consider and be open to all options for Arqiva which are value-accretive to shareholders, the Board has decided to defer launching a sale process for the Company's stake in Arqiva.

As part of the recent sale of Verne Global, the Company has the potential to receive an Earn-Out payment of up to $135 million, subject to Verne Global achieving run-rate EBITDA targets for the financial year ending December 2026. At the year end, the Earn-Out was valued at $34 million (£26.8 million). Given the time frame involved for both the sale of Arqiva and the receipt of any potential Earn-Out payment, the Board believes that the Going Concern approach to the preparation of the Financial Statements remains appropriate.

No provision has been made for the costs of winding up the company as these will be charged to the Income Statement on an accruals basis as they are incurred or as the Company becomes obligated to make such payments in the future.

The Directors believe that the Company and the Group have adequate resources to continue in operational existence for a period of at least 12 months since the reporting date. However, given that a degree of uncertainty exists in the timing of ongoing strategic initiatives which includes management's ability to refinance or repay the Group's existing RCF (of which c.£100 million remains at 29 April 2024) due in the next 12 months (March 2025), there exists a material uncertainty which may cast significant doubt over the Company's ability to continue as a going concern.

The Company intends to make a total additional repayment and partial cancellation of its Group's RCF in the amount of c.£47 million in May 2024.

The RCF in an important consideration for the Company, even though it is not held on the Company's balance sheet. The RCF is held by its main subsidiary D9 Holdco, but the Company is a guarantor of the facility.

Viability Statement

At least once a year the Directors are required to carry out a robust assessment of the principal and emerging risks and make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, considering the Company's current position.

The principal and emerging risks faced by the Company are described above. As detailed above, the Company is preparing the audited Financial Statements on a going concern basis despite the recent announcement that the Company is in a Managed Wind-Down. Accordingly, the Directors have not assessed the longer-term viability of the Company other than for a period of three years to the end of the Earn-Out period, relevant to the sale of Verne Global, which is noted above.

The Directors have assessed the Managed Wind-Down of the Company to be within 24 to 36 months of the date of the approval of these audited Financial Statements (being 29 April 2024), although there is no guarantee that it will be possible to realise maximum value for the assets within that timeframe and therefore the Managed Wind-Down could potentially take longer.

BOARD APPROVAL OF STRATEGIC REPORT

The Strategic Report has been approved by the Board of Directors and signed on its behalf by the Chair.

Charlotte Valeur

Interim Independent Chair

29 April 2024

SUSTAINABILITY

Throughout the reporting period, the Company continued to uphold its sustainability-related commitments. During the reporting period the Investment Manager, on behalf of the Company, continued to uphold the commitment to consider environmental, social and governance issues in interactions with Investee Companies. For example, during this reporting period there has been a focus on working with Investee Companies on their net zero actions and diversity and inclusion.

Details of the sustainability-related commitments and activities of the Company and the Investee Companies are captured in a separate Sustainability Report. This separate report aims to make it easier for investors to locate sustainability-related information. The report includes all required Company sustainability reporting elements, including, but not limited to, SFDR indicators and the Task Force on Climate Related Disclosure (TCFD).  

We direct readers to this report, which is available here: https://www.d9infrastructure.com/digital-9-infrastructure-plc-sustainability-report-2023/.

Greenhouse gas emissions (please refer to page 31 of the Sustainability Report)

1.        2022 figures do not include Arqiva data.

2.        Scope 3 emissions have been disclosed on a best endeavours basis. The methodology and information pertaining to Scope 3 data can be found on page 45 of the Sustainability Report. This data encompasses a part of Scope 3 emissions for Arqiva for the fiscal year ending on 30 June 2023, and for Verne Global, Aqua Comms, and Elio Networks for the fiscal year ending on 31 December 2022. This follows PCAF recommendations, with their latest guidance stating "PCAF recognises that there is often a lag between financial reporting and the reporting of required emissions-related data for the borrower or investee. In these instances, financial institutions should use the most recent data available even if it is representative of different years, with the intention of aligning as much as possible. For example, it would be expected and appropriate that a financial institution's reporting in 2020 for its 2019 financial year would use 2019 financial data alongside 2018 (or other most recent) emissions data." page 42: https://carbonaccountingfinancials.com/files/downloads/PCAF-Global-GHG-Standard.pdf). We are committed to collaborating with portfolio companies to actively enhance Scope 3 emission reporting in future reports.

3.        Total GHG emissions for 2022 only include Scope 1 and 2, no Scope 3 emissions were disclosed in 2022.

4.        Weighted Average Carbon Intensity (tCO₂e/£M). This includes Scope 1, 2 and 3 for 2023 (previously only included Scope 1 and 2).

AUDITED ANNUAL FINANCIAL STATEMENTS

For the year ended 31 December 2023

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2023

The total column of this statement is the Statement of Comprehensive Income of Digital 9 Infrastructure Plc ("the Company") prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("EU"). 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. The Company does not have any other income or expenses that are not included in the net profit for the year. The net profit for the year disclosed above represents the Company's total comprehensive income.

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

The accompanying notes below form part of these Financial Statements.

STATEMENT OF FINANCIAL POSITION

As at 31 December 2023

The Financial Statements were approved and authorised for issue by the Board on 29 April 2024 and signed on its behalf by:

Charlotte Valeur

Independent Interim Chair                                                                                            

29 April 2024

The accompanying notes below form part of these Financial Statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2023

The accompanying notes below form part of these Financial Statements.

STATEMENT OF CASH FLOWS

For the year ended 31 December 2023

The accompanying notes below form part of these Financial Statements.