Title: 235183126.pdf URL Source: https://documentscdn.financialexpress.net/Literature/13CDADBFF1DB1983170126016A9B7A20/235183126.pdf Number of Pages: 2 Markdown Content: Digital 9 Infrastructure plc (“the Company” or “D9”) is an investment trust in wind-down (the “Managed Wind-Down”). There can be no certainty as to the precise quantum or timing of any realisations or returns of capital and whether the Company achieves its Investment Objective. Given the asset divestments announced to date, most of the Company’s value is driven by the valuation of Arqiva, the Company’s largest asset which is highly geared through its senior and junior debt financing structure, as well as the Company’s Vendor Loan Note (“VLN”) financing attached to its equity investment in Arqiva. The valuation of Arqiva is highly dependent upon a number of related future events and there exists a range of outcomes surrounding the quantum of any future value realisation. As a result, an investment in the Company is only suitable for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may arise from such an investment (which may be equal to the whole amount invested). Such an investment should not be regarded as short-term in nature, should be complementary to existing investments in a range of other financial assets and should not form a major part of an investment portfolio. D9 is an investment trust listed on the London Stock Exchange (ticker DGI9). As announced on 29 January 2024, following the completion of a strategic review, the previous Board determined that it would be in the interests of shareholders as a whole to put forward a proposal for a managed wind-down of the Company. The proposal was approved by the shareholders on 25 March 2024 with 99.89% of votes in favour. At the time the wind-down was approved, the Company held interests in Aqua Comms; EMIC-1; Elio; SeaEdge UK1; Arqiva; and a potential future earn-out in relation to the sale of Verne Global that completed in March 2024 (the “Earn-Out”). A new Board of non-executive directors was appointed to oversee the Managed Wind-Down between May and August 2024. Following these appointments, on 11 October 2024, the new Board announced that it had entered into an agreement to appoint InfraRed Capital Partners Limited (“InfraRed”) as the Company’s new investment manager and AIFM to manage the wind-down of the Company’s remaining assets. InfraRed’s appointment as investment manager and AIFM became effective on 11 December 2024 once all necessary regulatory clearances and third-party consents had been received. This factsheet provides information for existing investors and is not a financial promotion. COMPANY OVERVIEW > Name Digital 9 Infrastructure plc InfraRed Capital Partners Limited > IPO date 31 March 2021 > ISIN JE00BMDKH437 > Financial year end 31 December 2025 # COMPANY FACTSHEET November 2025 > Share Price > As at 31 .1 0.2025 8. 24p > Market Cap > As at 31 .1 0.2025 £7 1m > No. of Shares in Issue > As at 31 .1 0.2025 865,174,954 > KEY STATISTICS > Eric Sanderson (Chair) Andrew Zychowski Philip Braun Robert Burrow # PORTFOLIO Since being appointed, InfraRed has developed, initiated and implemented a realisation plan (the “Realisation Plan”). The Company subsequently signed a binding divestment agreement on Aqua Comms on 17 January 2025 and completed the divestments of EMIC-1 on 28 May 2025 and SeaEdge UK1 on 11 June 2025. The completion of Aqua Comms is subject to multi-jurisdictional regulatory approvals and is expected to occur by the end of 2025. Following the conclusion of these divestments, the portfolio comprises two remaining investments; Arqiva and Elio Networks, as well as the Verne Global Earn-Out. As at 30 June 2025, the total portfolio value was £280m and the Net Asset Value per share was 32.7p. As disclosed in the 31 December 2024 annual results, the Board commissioned an independent expert to review selected components of the 31 December 2023 valuation process, due to the fact that neither the current Board nor the Investment Manager was involved in that process. The review was concluded by the independent expert ahead of the publication of the interim results for 30 June 2025. The independent expert identified material errors in the valuation at 31 December 2023 that has resulted in a downwards adjustment to the 31 December 2023 valuation of £111.5m. There is no impact to the 31 December 2024 statement of financial position. The first capital returns to shareholders are expected in early 2026, following the expected completion of the Aqua Comms divestment. The quantum of capital return is subject to final Aqua Comms proceeds amount, which will be subject to foreign exchange movements and completion account adjustments up to closing, as well as the Company's future working capital requirements. Further details of the investments and divestment processes can be found in the Company’s 2025 Interim Report and the Company’s regulatory news service announcements. A summary of the announced divestments and remaining assets can be found on the following page. > Investment Manager appointed for the Managed Wind-Down IFRS NAV per share > As at 30 .06.2025 BOARD OF DIRECTORS (NON-EXECUTIVE) > 32.7 p # REALISATION PLAN UPDATE CONTACT Digital 9 Infrastructure plc > One Bartholomew Close London EC1A 7BL > D9.cosec@jtcgroup.com +44 (0)20 7484 1800 www.d9infrastructure.com Aqua Comms – Binding divestment agreement signed in January 2025 for a $48m consideration, net of transaction costs, which represented a 36% discount (equating to c. 2.6p per share) to the valuation incorporated in the NAV as at 30 June 2024 – The divestment was the result of a thorough and competitive 9-month sales process – The divestment consideration was adjusted to $44.5m (£32.4m*) as at 30 June 2025 for expected completion account adjustments and adverse foreign exchange movements – Completion is subject to multi-jurisdictional regulatory approvals, expected by the end of 2025 EMIC-1 – EMIC-1 project was indefinitely delayed due to conflicts in the Middle East –– Divestment announced in December 2024 for $42m, net of transaction costs, which represented a 15% discount (approximately 0.7p per share) to the latest valuation of $49.6m as at 30 June 2024 The transaction closed on 28 May 2025 for a final consideration of $43m (c. £32m**), net of the $2.6m previously announced transaction costs – Divestment agreed and completed on 11 June 2025 for a consideration of £10.7m, including the payment of deferred rent, broadly in line with the asset’s 31 December 2024 net asset value – The sale concludes the realisation process outlined to the market in the latest annual report and results presentation and follows a competitive process with several third-party bidders # COMPANY FACTSHEET # COMPANY DELEVERAGING COMPLETED # NEXT STEPS FOR REMAINING ASSETS Arqiva – Arqiva, the largest asset in the portfolio, 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 – Valuation as at 30 June 2025 - £ 213.2 m – Ownership - 48.0% voting interest / 51.76% economic interest – The value of Arqiva is significantly dependent on a number of related future events including BBC Royal Charter and public service broadcaster contract renewals – It is our belief that pursuing a divestment at this time would likely not yield an acceptable outcome for shareholders given the uncertainty with respect to the above future events as well as the high level of gearing inherent within Arqiva, and the VLN funding. The VLN instrument, which is non-recourse to the Company, features a stepped interest rate profile and expires in 2029 – Divestment discussions are expected to commence in late 2027 upon the realisation of these future events and a rationalisation and refinancing of Arqiva’s capital structure Elio Networks – Elio Networks, D9’s other remaining operating asset post the sale of Aqua Comms, is a leading provider of resilient and high performance B2B connectivity, operating the highest-capacity Fixed Wireless Access (“FWA”) network in Ireland, with dedicated up to 10 Gbps (Gigabits per second) lines due to a dense base station coverage – Valuation as at 30 June 2025 - £ 33.9 m – Ownership – 100% – The sale process for Elio Networks has been paused – The Company is exploring various value-add opportunities to grow the EBITDA of the business, in particular, InfraRed is currently working with Elio Networks to raise a debt facility at the portfolio company level and on market mapping with a leading adviser to execute an accretive M&A strategy – The sale process is expected to resume in line with the envisaged realisation timeline for Arqiva in late 2027 Verne Earn-Out – The sale of Verne completed in early 2024, terms of which included a potential future earn-out for up to £107m ($135m) – The Earn-Out is subject to Verne achieving a run-rate EBITDA target in the year ending 31 December 2026 tied to earnings generated above an 80% threshold of the vendor case business plan at the time of the Verne Transaction, with the outcome subject to audit in 2027 – The vendor case business plan is linked to the development of certain projects identified at the time of the sale – The Earn-Out is accrued linearly between the 80% threshold to the full payment of £107 million if 100% of target EBITDA is reached in the 2026 Earn-Out year. There will be no payout if the run-rate EBITDA is below 80% – The Earn-Out was written down to £Nil during the first six-months of 2025 reflecting the limited information rights available to D9 regarding the underlying performance of the Verne business and the specific projects to which the Earn-Out relates, in addition to the fact that the test year does not commence until 2026 – The Investment Manager continues to monitor the situation closely and will review all available information at the appropriate time to protect the Company’s interests * GBP amounts based on a USD/GBP exchange rate as of 30 June 2025 ** GBP amounts based on a 1.35 USD/GBP exchange rate as of 23 May 2025 > This factsheet provides information for existing investors and does not constitute an offer or > solicitation for the purchase or sale of any investment or financial instrument and should not > be relied on by any person for the purpose of accounting, legal or tax advice or for making an investment decision. This factsheet is not intended for distribution or use by any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution or use would be prohibited. There can be no certainty as to the precise quantum or timing of any realisations or returns of capital. The value realisable on a sale of the Company’s assets is linked to estimates and assumptions about a variety of matters, including macroeconomic considerations, which may prove to be incorrect and which are subject to change. There is no guarantee that the market price of the > Company’s shares will reflect their underlying net asset value. Any projection or target is indicative > only and not guaranteed in any way, and any opinions or views expressed in this factsheet are those of the Company, and do not constitute investment advice and are subject to change without notice, and neither the Company nor the Investment Manager is under any obligation to update such opinions, subject to applicable law and regulation. Whether and when the Company proceeds with any divestment is dependent on multiple factors including, but not limited to, the completion of satisfactory due diligence. Unless otherwise stated, the sources for all information contained in this report are the Investment Manager. Information contained in this factsheet is believed to be accurate at the date of publication, but none of the Company nor the Investment Manager gives any representation or warranty as to the factsheet’s accuracy or completeness. None of the Company nor the Investment Manager accepts any liability whatsoever for any loss (whether direct or indirect) arising from any use of this factsheet or its contents. Disclaimer SeaEdge UK1 SeaEdge UK1 – The proceeds of the EMIC-1 completion (including the related release of c. $10m (c. £7m**) of additional construction commitments related to the project) together with the proceeds from the disposal of SeaEdge UK1 and further working capital surpluses enabled the Company to repay the Revolving Credit Facility ("RCF") in full in June 2025 # CAPITAL RETURN TO SHAREHOLDERS – Repayment of the RCF is expected to enable an initial return of capital to shareholders in early 2026, from the net proceeds of the Aqua Comms divestmen t