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DGI9 Digital 9 Infrastructure Plc

21.20
-0.10 (-0.47%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Digital 9 Infrastructure Investors - DGI9

Digital 9 Infrastructure Investors - DGI9

Share Name Share Symbol Market Stock Type
Digital 9 Infrastructure Plc DGI9 London Ordinary Share
  Price Change Price Change % Share Price Last Trade
-0.10 -0.47% 21.20 16:35:29
Open Price Low Price High Price Close Price Previous Close
20.70 20.70 21.40 21.20 21.30
more quote information »
Industry Sector
EQUITY INVESTMENT INSTRUMENTS

Top Investor Posts

Top Posts
Posted at 04/4/2024 09:34 by skinnypope
Just adding my thanks to DP for taking the time to speak to D9 and posting here.

Although there isn't much breaking news from D9, except that Macquarie are looking to exit Arqiva perhaps, it is a very useful pulse check.

I am struck that they really need better Investor Relations as much as anything. A tour of the market's investors and wealth managers with Liberum could help. From my professional investing days I can state with full conviction that an issuer/company that came to see me and explain their business was always one that got more attention.

The dividend suspension, dropping out of the index and now the threat of delisting are all red flags to wealth managers. D9 need to shore up these holders, or even better, find some new ones.

[Side note: I think someone called me the biggest bear on here after my last post - quite a sobriquet given I had forecast a 100% upside to the share price :-)

I think it's important to stress test my investments and have bear/base/bull cases on all my holdings. The 46p target was my bear case.

Full disclosure - I am long at blended low 30s price, D9 is now the largest holding (of 48 investments) in my portfolio]
Posted at 03/4/2024 23:49 by gonsan
Thank you Donald you are a legend.
Macquire wants to sell Arqiva, I wonder why…
They don’t want a self managed fund in wind down. They prefer to pay millions upon millions to several firms…
“Shareholders wanted dividends” well… now we don’t have dividends and neither exciting growth assets… as we had to sell them in a hurry to rescue us from near death experience.
They are frustrated the market does not recognise the price of the assets.. which institutional investors can justify investing on what is left? And the vultures that know how to extract value from carrion are circling waiting for the need to sell the rest at knock down prices.
I might be bitter and unfair. The first for sure, the second I think not
Posted at 03/4/2024 15:31 by donald pond
Well, I just had an hour and a quarter chat with the board, Charlotte, Aaron and Galiena.

They were very open but didn't say anything that I felt was confidential. The upshot of it doesn't really add much to what we already know.

1) The fund was launched as a high yield play. That was, with hindsight, probably a mistake, but at the time of launch wealth managers only wanted yield so that is what the manager provided. But the end product was a mishmash of capital hungry growth stocks and a dividend being paid out of capital.

2) Arqiva was the way to address this and was intended to be the cash cow. Unfortunately, the short term RCF was the problem. I am not entirely convinced about this, as at the time the acquisition was announced, inflation was already running at 9%. On the other hand, I held shares in GCP back then and remember selling them in the 120s in July 2022, so although inflation was running high, yield stocks had yet to collapse. Anyway, they had planned to manage the RCF by issuing shares but that couldn't happen so servicing the RCF became the focus.

3) The Arqiva shareholder loans are not relevant. All shareholders have them: they could be written off and what you would lose on the loans you would gain on the equity. So don't worry about them.

4) The NAV is sound. All of the underlying assets are performing well, though some need more capital if they are to make the most of the opportunities available.

5) Current debt is manageable.

6) There is a strong sense the market doesn't understand Arqiva. Macquarie are currently looking to sell their 25% stake and that might provide more insight to the market.

7) The big shareholders here are the wealth managers. I suggested, and the board didn't disagree, that these are more likely to be selling into strength rather than adding. The board were very frustrated at the lack of market response to the last few items of news, which they thought were very positive. But as with much of the UK market, any strength is being sold into, and most managers would sooner sell the shares for 22p than explain to the clients why they were still holding onto them.

8) They weren't looking for sympathy, but this is clearly something that the board are spending a lot of time on.

9) They didn't say much about the departure of the 2 new directors, but did say that they felt the nature of the underlying assets meant that a self-managed fund wouldn't be popular with many investors. I believe that Brett Miller has been involved in self-managing a couple of debt funds before, but this is a different beast.

10) The main sense was one of frustration. They clearly understand everyone else's frustration too (Aaron mentioned he had bought in at launch, prior to even being appointed to the board). The assets are good, they are performing well, but the market just won't recognise any of this. We discussed how to improve this and it was agreed that communicating better the cashflows coming from the operating businesses and any sales, and how these are ample to service debt and manage investment into the existing portfolio was key. Charlotte kept emphasising that the assets are good and that it would be madness to sell them for less than a fair price.

Overall I was left thinking that the share price is far too cheap. The NAV probably is about right, but the volumes here are so low that all it takes is one or two sellers and the share price is knocked back. There is always the chance that a bidder comes in for the lot.

So, it is far too cheap but I don't know what will be the catalyst for that to change. That's the sum of it.
Posted at 27/3/2024 18:01 by gonsan
hxxps://citywire.com/investment-trust-insider/news/digital-9-investors-vote-for-wind-down-as-two-directors-abruptly-exit/a2439096?re=118720&refea=1811699

We could leave some comments...

I already did
Posted at 27/3/2024 12:09 by donald pond
The farce continues, as the 2 adults appointed to sort this out - Messrs Boleat and Miller - have both stepped down, leaving the incompetent original board still in place. I think this demands action and so have written the following emails. I would be grateful if anyone who shares my concerns and views on a likely solution writes in a similar vein. The more who do this, the better the chance of success.

To Triple Point

contact@triplepoint.co.uk

Thank you Charlotte and I note that I have yet to receive a response within the 20 day period outlined in your letter.
I wish to expand my complaint further to cover the recent abrupt and unexplained departures of Richard Boleat and Brett Miller. They were appointed specifically to bring fresh blood to the board and to see them step down so soon is extremely disappointing.
I have a large social media reach and from multiple platforms it is clear that retail investors have lost all confidence in the board and in Triple Point. This has been exacerbated by the recent reckless and incomprehensible spending on financial advisers, with £17m accruing to Goldman Sachs alone, and Liberum, Peel Hunt and JP Morgan all appointed to provide services to the company. It appears that the focus of the board is on spending as much money on advisers as possible. This is, in my view, grossly negligent and indicative of an emphasis on protecting the directors, who appear out of their depth and floundering, from any further liability rather than acting in the interests of shareholders.
The focus fn the board should be squarely on minimising costs and maximising the proceeds of sale of the remaining assets held by DGI9. At first glance, the proposal of Messrs Boleat and Miller to become a self-managed investment trust had merit and many shareholders are frustrated that this could not have been explored further.
The frustration investors feel at Triple Point continuing to accrue fees based upon an NAV that has no credibility is embarrassing. That the board and Triple Point have not addressed this yet is a gross failure of governance and of the fundamental duty to treat investors fairly.
I would at this point like to put myself forward for the role of director at DGI9. I am a Jersey qualified advocate and was for 10 years a director of GCP Infrastructure Fund, a FTSE 250 company. Given the disastrous performance of DGI9, it is surely time for a new board to be constituted who can look afresh at the decisions made that have led to an investment that was widely perceived as a relatively safe play losing over 80% of its value.
I would suggest a board of Messrs Boleat, Miller and myself would at least create confidence that all avenues to protecting shareholder value are being pursued.
I am sharing this email on social media and with the Jersey Financial Services Commission and encouraging others to write to you in support of this approach.
Yours

To: info@jerseyfsc.org

Dear Sir/Madam,
I used to work in a senior role at the JFSC, and thought I would share the above complaint with you, a copy of which is attached.
Digital 9 is a Jersey company listed on the LSE that has lost over 80% of its value and become an embarrassment. The board appear unable to hold the manager to account and, most worryingly, Richard Boleat and Brett Miller, two experienced professional NEDs brought in to sort out the mess have stepped down after they clearly felt that they were not being listened to.
This is causing a huge loss of investor confidence on top of the destruction of shareholder value. It is clear that the manager, Triple Point, did not understand the financial implications of one of the investments and they made, and the board did not have the wherewithal to hold them to account. It is hugely concerning from a corporate governance perspective that the board that were unable to understand what they are doing are still in place, while the directors appointed to bring new expertise have left.
The time has come for the regulator to step in, both in order to assist investors and to support the reputation of the Island.
Posted at 26/3/2024 14:05 by wskill
Well said Donald unfortunately this shower of directors are only concerned in covering their own failures the only single thing they excel at is making investors cash disappear .
Posted at 21/3/2024 10:18 by cc2014
"The reason the share price is 21p is because most investors don't understand the business"


I think we can agree on the beginning part which everything except Arqiva is probably worth say 75-80% of NAV after selling fees. One can debate whether 75-80% should be higher or lower but it's not going to change the thrust of the analysis.

The we can add/deduct cash and the debt.

I suggest almost all institutions and private investors are going to come up with a similar number for that part.


This leaves the Verne earn out and Arqiva.
It's impossible to value the Verne earn out as there are so few disclosed details so unless you know something which is not in the public domain it's difficult to give that any value above zero (maybe you might take a quarter?). Opinions may differ.


The we have Arqiva. How do you value a business in which you don't have a controlling interest, with a large customer the BBC which does not provide value for money to the taxpayer with contracts that have a limited time left? It's not easy.
Posted at 21/3/2024 09:21 by invisage
The reason the share price is 21p is because most investors don't understand the business and private investors selling into spikes and institutions not buying as they don't know how long it will take to realise capital and D9 does not pay a dividend.

Watch for yourself 6 mins into the presentation from Ben Beaton, Triplepoint Fund manager



Arqiva was suppose to cover part of the Dividend payout for D9. They clearly don't need an IPO to extract cash from Arqiva, they need to pay down the RCF and VLN Interest.

So the catalyst here is selling Aqua Comms and EMIC-1 which both are worth around £247.5m according to Liberium. That would pay off the RCF and VLN interest.

1 more trading day until the EGM to get approval to sell these assets.


Having sold Verne DGI9 are in a position of strength and why would they need to sell Aqua Comms at a significant discount to NAV? The below is highly demanded asset.

Aqua Comms, a leading owner and operator of 20,000 km of the most modern subsea fibre systems - the backbone of the internet - with a customer base comprising global tech and global telecommunications carriers (April 2021);


Aqua Comms had a successful year in 2023 in its core transatlantic market, achieving approximately 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' 2023 Cash Flow from Operations of £8m will allow the transatlantic business to be self-funded in 2024.

Compared to the same 6-month period in 2022, revenue increased by 9% in the second half of 2023 mainly driven by increased sales in Aqua Comms' lease business.

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.


EMIC-1, a partnership with Meta on a 10,000 km fibre system from Europe to India (July 2021);
Posted at 21/3/2024 07:55 by duncansawalker
I can't imgagine it's that simple.
Sales of assets highly likely to pay off RCF & VLN & Share price trading at massive discount would lead me to believe investors won't be getting distributions from Arquiva, probably until it floats.
DG9 have 48% of the shares, unless other investors want to cease the accruing profits in sharegolder funds and taking them as dividends, we can't push it through.
So: for my money, this looks like a waiting game. Investors will get back a bit of chnage - maybe 10-20p depending on the performmance of Aquacomms in the last year and the profitability of the third undersea cable, but will have their Arquiva stake. The question will then be: can we run the trust as a low cost shell company & when can we monetise Arquiva. My tuppence, anyway.
Posted at 30/10/2023 07:19 by ghhghh
Fun and games begin:

Aqua Ventures Limited

Aqua Ventures Limited seeks strategic review of Digital 9 Infrastructure

Aqua Ventures Limited announces it has written to the chairman of Digital 9 Infrastructure, in which Aqua Ventures Limited holds a 3.47 per cent shareholding, seeking an immediate independent strategic review of the business. Aqua Ventures Limitedclosely engaged, and discussed the letter,withshareholders representing in excess of 20 per cent of the ordinary shares of Digital 9 Infrastructure, who have expressed their support for Aqua Ventures Limited making the recommendations outlined in this letter.It asks that, given the continuing very poor relative and absolute share price performance of the business, the board of Digital 9 Infrastructure provides its assurance by 3 November 2023 that it will undertake such a strategic review, or Aqua Ventures Limited reserves the right to requisition an Extraordinary General Meeting.A copy of the letter is set out below.

Ends


Phil Jordan, Chair
Digital 9 Infrastructure plc

Dear Phil,
Aqua Ventures Limited is a shareholder of Digital 9 Infrastructure plc ("DGI9" or the "Company") with an interest of 3.47% of the outstanding shares in DGI9. We write to you, in your capacity as Chair of the Company's board of directors (the "Board"), to express our dissatisfaction about the way the Company has been managed and governed. Over the past several days we have closely engaged, and discussed this letter, with shareholders representing in excess of 20% of the ordinary shares, in addition to ourselves, who have expressed their support for us making the recommendations outlined in this letter.
Notwithstanding the announcements released on 17 and 27 October 2023, we are not convinced that the Board is taking seriously the feedback given by shareholders during the recent consultation process, in the light of its fiduciary and other duties. In particular, it is concerning to us that the Board appears to have decided, notwithstanding this feedback, that it is in shareholders' best interests to progress the sale of a majority or co-controlling interest in Verne Global in circumstances where that sale, if completed, would be likely to foreclose a sale of DGI9 and risk value destruction by stranding the Company's other assets.
At the date of this letter, the share price has declined 53% year-to-date and is overall down 60% since the IPO on 31 March 2021. This is a dismal performance both in absolute and relative terms: the Company's closest direct peer, Cordiant Digital Infrastructure, has declined 26% (38% since 31 March 2021) whilst the FTSE 250 index has declined 12% (22% since 31 March 2021). Indeed, the market reaction suggests investors have not accepted the 27 October announcement as value accretive. Despite the 10% increase during the day amidst low liquidity, it still ended with no gains for the week.
Shareholders have yet to see a commensurate response or any resolute actions being taken in response to their feedback in order to mitigate ongoing value destruction. We understand following our discussions with other shareholders that many have already insisted on a strategic review. Instead, we observe that the Board's actions have only exacerbated the situation:
· 13 June 2023: the Board announced a new management team, concluding its prolonged search - the share price was down 18% one month later.
· 19 July 2023: the Board released a company update reaffirming its position on recent recruitment, capital, and dividend cover - the share price was down 9% down one month later.
· 28 September 2023: the Board released H1 results and cancelled the Q2 dividend, directly contradicting the dividend target it reaffirmed only two months prior - this had a devastating effect on the share price, which closed 40% down on the day.
The repeated failure of the Board to take actions to remediate issues in a timely and transparent manner is of serious concern. Contradictory statements and a lack of communication with investors amidst, and indeed further contributing to, an ongoing destruction of value, raise serious questions as to the competence of the Board.
We question whether the course of action pursued by the Board to date is in our best interests as shareholders, or whether the Board is allowing itself to be led into strategic mistakes by advice and information provided by Triple Point, which is self-evidently in a conflicted position with respect to these critical decisions. We also question the Board's judgement in engaging Goldman Sachs as adviser to the Board in circumstances where that firm has, to date, been advising Triple Point, which would seem to breach the fundamental principle that the Board must be able to act independently of its investment manager.
The strategic decisions, and non-decisions, taken recently appear to demonstrate the Board's failures:
1)Retaining Triple Point as the investment manager for DGI9 portfolio has been detrimental to shareholder value.
· Each of the public funds managed by Triple Point has been trading at a significant discount to NAV, raising serious concerns about the investment manager's track record. This is the case not only at DGI9, which trades 64% below NAV, but also at the other public funds managed by Triple Point, with Social Housing REIT (SOHO) and Energy Transition plc (TENT) trading 59% and 43% below NAV, respectively.
· The fee structure in place with Triple Point for the DGI9 portfolio does not align the shareholder and investment manager's interests. Triple Point's management fees are based on DGI9's NAV, which means that the Company must continue to pay fees to the manager notwithstanding the value destruction and sustained share price underperformance we have witnessed over the past year. This position is no longer acceptable to us, especially as DGI9's close peer Cordiant's fee structure is based on market value and share price performance, which in our view is a better way to align shareholder and investment manager interests and reward the investment manager for delivering value growth.

2) The management of the Company's investment in Verne Global raises serious concerns about the Company's growth prospects and could result in a significant destruction of value.
· In March-April 2023 the Board reported "significant progress" on a minority stake syndication with terms "expected to be announced in August 2023", which was revealed to be for Verne Global on 5 June 2023, with proceeds to be used to "partly pay down the RCF at the Company level and fund growth capex in Investee Companies".
· No update on the syndication was provided by the Board in August 2023, contrary to previous communication. Instead, on 28 September 2023, the Board communicated that the syndication is now for a co-controlling or majority stake, again, contrary to prior communication. The Verne Global growth capex pipeline increased from £493m to £610m during this period - reflecting the considerable growth opportunities Verne Global is able to capture. At a time when a supportive investor should be investing to help the business grow, the Board continue to pursue solutions detrimental to shareholders.
· It is a widely held view that Verne Global is a "crown jewel" of the DGI9 portfolio, operating in the fast-growing data centre segment with sustained and accelerated customer demand. The Board has failed to realise the inherent value of Verne Global and has not accurately evaluated the prospects of the syndication and growth capex requirements. This has not only starved Verne Global of capital, but has also put DGI9 as a whole in a disadvantageous position of having to consider a forced co-control or majority sale. In our view this course of action risks destroying the value that would otherwise could be realised for DGI9 shareholders from continuing to own Verne Global.

3) The repeated failures of the Board and Investment Manager to change course and communicate effectively with investors during this period of underperformance call into question whether the Board is acting in the best interests of shareholders.
· Delayed permanent management replacement in critical period. After the departure of the previous management team, the Board announced on 1 December 2022 that it had commenced a search for a permanent replacement. However, it ultimately took the Board over 6 months to announce the replacement and a further c. 3 months for the new head of digital infrastructure to assume their role. The Board's failure to act with appropriate urgency, while fees continued to be paid to an interim manager for c. 9 months, suggests that the Board had not grasped the urgency of the situation.
· Acquiring Arqiva was mishandled. It was publicly stated that the acquisition was intended to "support the Company's total return and yield target". In practice, the acquisition has become a drag on Company cash flows due to accretion payments, resulting in the Company's inability to cover the whole dividend for Q2.
· Unsustainability of the dividend policy. The uncovered dividend and capital expenditure requirements of the portfolio were arithmetically implausible and in our view demonstrate that the Board has failed to effectively monitor and manage the performance of the investment manager. The fact that the Board re-affirmed the dividend in, only to cut it less than 3 months later, suggests that the Board did not have a clear grasp of the risks of continuing with an unsustainable dividend until it was too late.

We are obliged to now re-insist that the Board announces the initiation of a proper strategic review of the Company that includes a review of the ongoing Verne process and is supported by a financial adviser independent of Triple Point. A failure to evaluate options for the Company could result in a serious breach of fiduciary duty that will cause irreparable harm to the Company and its shareholders. In such circumstances there will inevitably be cause to investigate.
As you will be aware, a group of shareholders representing an aggregate interest of greater than 10% in DGI 9 has the ability to requisition an extraordinary general meeting. With the support of shareholders with whom we have discussed this letter, we intend to initiate the actions to exercise this right for the purpose of removing and replacing directors unless, before 3 November 2023, we receive the Board's written assurance that the Company will:
(a) Initiate a proper strategic review supported by an independent financial adviser acceptable to us, and a stock exchange announcement is made to this effect;
(b) Elect a new independent board member with M&A experience to oversee the execution of the strategic review.
We look forward to your formal response.
Yours faithfully,


on behalf of
Aqua Ventures Limited

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