REG - Digital 9 Infrastr. - Result of AGM, Directorate change and other update

Digital 9 InfrastructureAnnouncement

12/06/2024 14:15

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RNS Number : 1894S  Digital 9 Infrastructure PLC  12 June 2024

12 June 2024

 

DIGITAL 9 INFRASTRUCTURE PLC

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

 

RESULT OF ANNUAL GENERAL MEETING, DIRECTORATE CHANGES AND UPDATE ON THE
MANAGED WIND-DOWN

 

The Board of Digital 9 Infrastructure plc ("the Board") announces that at the
Company's Annual General Meeting ("AGM") held today, all resolutions were
voted on by way of a poll. Resolutions 1, 2, 5, 6, 7 and 8 were passed by the
requisite majorities of shareholders. Following Gailina Liew stepping down as
a Non-Executive Director as announced this morning, the Company's Jersey
lawyers have advised that, in view of Gailina Liew no longer being willing to
act as a director, the proposed ordinary resolution for her re-election to the
Board is not capable of having any effect in law. In the circumstances
resolution 4 for Gailina Liew's re-election to the Board, which had been
proposed in the Notice of the AGM was withdrawn at the discretion of the chair
of the meeting and resolution 4 was therefore not passed. Votes cast in favour
of resolution 3, being the re-election of Aaron Le Cornu, did not meet the
requisite majority and therefore was not passed; further detail regarding the
resulting directorate changes is set out below.

 

Resolutions 1, 2, 3, 5, 6 and 7 (inclusive) were proposed as ordinary
resolutions and resolution 8 was proposed as a special resolution. The results
of the poll were as follows:

 

 Resolution                                                                             Votes For    %          Votes Against  %          Total votes validly cast  Total votes cast as % of issued share capital  Votes Withheld*
 1       To receive and adopt the Annual Report and Accounts of the Company for the     437,514,221  92.15      37,295,509     7.85       474,809,730               54.88                                          316,943
         period to 31 December 2023.
 2       To approve the Directors' Remuneration Report (excluding the part containing   406,501,850  85.62      68,284,823     14.38      474,786,673               54.88                                          340,000
         the Directors' Remuneration Policy).
 3       To re-elect Aaron Le Cornu as a Director of the Company.                       188,644,806  39.73      286,227,920    60.27      474,872,726               54.89                                          253,947
 4       To re-elect Gailina Liew as a Director of the Company.                         This resolution was withdrawn and therefore not voted upon.
 5       To appoint PricewaterhouseCoopers LLP as Auditors of the Company.              457,653,026  97.67      10,924,850     2.33       468,577,876               54.16                                          6,548,797
 6       To authorise the Audit Committee to determine the Auditors' remuneration.      457,738,322  97.69      10,809,614     2.31       468,547,936               54.16                                          6,578,737
 7       To authorise the Directors to declare and pay all dividends of the Company as  448,706,694  95.74      19,976,109     4.26       468,682,803               54.17                                          6,443,870
         interim dividends.
 8       To authorise the Company to purchase its own shares.                           448,746,072  95.73      20,017,488     4.27       468,763,560               54.18                                          6,363,113

 

*A vote withheld is not a vote in law and is not counted in the calculation of
the votes for or against a resolution.

 

Each shareholder has one vote for every Ordinary Share held. At 12 June 2024,
the issued share capital of the Company consisted of 865,174,954 Ordinary
Shares with voting rights. The Company does not hold any shares in Treasury.

 

Directorate Changes

 

On 12 June 2024, the Board announced the appointment of Andrew Zychowski as a
Non-Executive Director of the Company.  However, Andrew Zychowski's
appointment is subject to his receipt of the required prior written
confirmation of no objection of the Jersey Financial Services Commission
("JFSC"), pursuant to the Collective Investment Funds (Jersey) Law 1988 (the
"CIF Law"), and as such his appointment is not yet effective. Following
Gailina Liew stepping down as a Director effective 11 June 2024, resolution 4
was withdrawn and not voted upon.

 

As a result of ordinary resolution 3 not meeting the requisite simple majority
of votes cast in order to pass, Aaron Le Cornu was not re-elected by
shareholders as Director of the Company and therefore immediately stepped down
as a Non-Executive Director at the conclusion of the AGM. This resulted in
Eric Sanderson being the sole director of the Company.

 

The Company's Articles of Association (the "Articles") prescribe that the
Company must have a minimum of two Directors. The Articles also provide that
if the number of directors is less than the minimum prescribed by the
Articles, the remaining director shall act only for the purpose of either: (a)
appointing an additional director to make up such minimum; or (b) convening a
general meeting of the Company for the purpose of making such appointment.
In addition, the Company is regulated by the JFSC as a Listed Fund (as defined
in the Jersey Listed Fund Guide published by the JFSC) under the CIF Law and
the Jersey Listed Fund Guide. A standard requirement of the Jersey Listed Fund
Guide is that a Listed Fund must have at least two Jersey resident directors
at all times; however, the Company has obtained a derogation in respect of
this requirement from the JFSC which permits the Company to have a minimum of
one Jersey resident director on the Board at all times (providing that the
Company maintains a premium listing on the main market of the London Stock
Exchange).  Both Eric Sanderson and Andrew Zychowski (whose appointment is
subject to the prior written no objection of the JFSC) are residents of the
United Kingdom.  Consequently:

 

·    as permitted by the Articles and to enable the full powers of the
Board to be utilised, a sole director's resolution was passed immediately
following the conclusion of the AGM by Eric Sanderson, Chair, to re-appoint
Aaron Le Cornu (who is a Jersey resident) as a Non-Executive Director of the
Company on an interim basis until another Jersey resident Non-Executive
Director has been appointed to the Board (whereupon Aaron Le Cornu will step
down); and

 

·    the Board's Nomination Committee will now lead an independent
recruitment process for the appointment of a Jersey resident Non-Executive
Director and the outcome of this process will be announced in due course.

 

The full text of all these resolutions can be found in the Notice of Annual
General Meeting dated 21 May 2024, a copy of which is available on the
Company's website at www.d9infrastructure.com
(http://www.d9infrastructure.com)

 

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed,
other than ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Eric Sanderson, Chair, Digital 9 Infrastructure plc, commented:

 

"I would like to thank Aaron Le Cornu for his significant time commitment and
contribution to the Board since his appointment in April 2022, and for his
re-appointment to the Board on an interim basis whilst we carry out a
recruitment process to identify his replacement. The focus for this
recruitment will be to appoint a Non-Executive Director with the appropriate
skills and experience to implement the managed wind-down, approved by
shareholders in March, alongside me and Andrew.

 

Separately, the process for selling the Company's wholly owned assets is well
underway and a first update is expected to be provided towards the end of the
summer. We remind shareholders that sale processes will only be progressed if
the Board is satisfied that the values achieved are acceptable. We will seek
to realise all of the Company's assets in a manner that achieves a balance
between maximising the net value from these assets and making timely capital
returns to shareholders.

 

I thank shareholders for their continued patience and support whilst we
continue executing our priorities."

 

ENDS.

 

 

Contacts

 

 Liberum Capital Limited (Financial Adviser)  +44 (0)203 100 2000

 Chris Clarke

 Darren Vickers

 Owen Matthews
 J.P. Morgan Cazenove (Corporate Broker)      +44 (0)20 7742 4000

 William Simmonds

 Jérémie Birnbaum

 FTI Consulting (Communications Adviser)      dgi9@fticonsulting.com

 Mitch Barltrop                               +44 (0) 7807 296 032

 Maxime Lopes                                 +44 (0) 7890 896 777

 

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.

 

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 (http://www.triplepoint.co.uk) . For more information,
please visit www.d9infrastructure.com (http://www.d9infrastructure.com) .

 

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