Placing &Offer for Subscription of Ordinary Shares

RNS Number : 2119Q

Digital 9 Infrastructure PLC

27 June 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement has been determined to contain inside information for the purposes of the UK version of the market abuse regulation (EU) No.596/2014.

LEI: 213800OQLX64UNS38U92

27 June 2022

DIGITAL 9 INFRASTRUCTURE PLC

("DGI9", the "Company" or, together with its subsidiaries, the "Group")

Portfolio Update

Proposed Placing and Offer for Subscription of Ordinary Shares

Portfolio Update

·   As announced separately today, DGI9 has now completed (subject only to the usual regulatory approvals) the acquisition of a majority economic stake in Arqiva Group Limited for a total consideration of £436 million (comprising c.£300 million from DGI9's cash and debt facilities, and £135.5 million of non-recourse vendor loan notes) (the " Acquisition ").

·   With the acquisitions to date, the DGI9 portfolio delivers pro forma EBITDA of £211 million and portfolio level Operating Cash Flow of £85 million, which is significantly in excess of the dividend target for the year ending 31 December 2022.

·   The DGI9 portfolio now comprises eight independent, complementary digital infrastructure platform investments, across data centres, fibre connectivity, wireless, and Internet of Things, all in developed countries, benefitting from long term GBP, EUR or USD cashflows and providing some of the best in class ESG credentials in the sector.

· DGI9 benefits from a near-term pipeline of approximately 510 million, with a total pipeline of approximately 2.4 billion.

Issue Highlights

DGI9 today announces the launch of a proposed placing and offer for subscription of new ordinary shares in the capital of the Company (the " New Ordinary Shares ") (the " Placing " and the " Offer for Subscription ", together the " Issue ") at a price per Ordinary Share to be determined by way of an accelerated bookbuild process (the " Strike Price ") but being no less than 110 pence per Ordinary Share (the " Floor Price ") .

·   The Issue is being conducted under the Company's existing non pre-emptive authorities as authorised by shareholders on 7 March 2021¹.

· The net proceeds of the Issue will be used to partly fund the Acquisition and hence partly release the Group's otherwise fully committed Revolving Credit Facility (" RCF "), as well as for working capital purposes.

· The Issue will also be used to invest further capital into the Group's existing subsea fibre, Nordic data centre and edge data centre platforms to fund the expansion of capacity and to finance future acquisitions from a near-term pipeline of approximately £510 million.

· To bid in the bookbuild, investors should communicate their bid to their usual sales contact at J.P. Morgan Cazenove. Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price that the prospective investor is offering to pay; any bid price must be for a full pence or half pence amount.

· The number of New Ordinary Shares to be issued and the Strike Price will be agreed between J.P. Morgan Cazenove and the Company following close of the Placing at noon on 7 July 2022.

· The Floor Price of 110 pence per New Ordinary Share represents a discount of 3.0 per cent. to the closing price of 113.4 pence per Ordinary Share on 24 June 2022 (being the date immediately prior to the announcement of the Placing) and a 5.1 per cent. premium to the 31 December 2021 NAV of 104.62 pence.

· The New Ordinary Shares will rank  pari passu  with existing ordinary shares in the capital of the Company (" Ordinary Shares "), including the right to receive dividends and distributions declared after admission of the New Ordinary Shares. In particular, the New Ordinary Shares will have the right to receive the next dividend to be paid in September (but not the 1.5p dividend to be paid on or around 30 June 2022).

Proposed Placing

The Placing will be launched immediately following release of this announcement by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove (" J.P. Morgan Cazenove "), and which is acting as Sole Bookrunner in connection with the Placing.  Akur Limited, trading as Akur Capital (" Akur ", together with J.P. Morgan Cazenove, the " Banks "), is acting as financial adviser to the Company.

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended) (" UK Prospectus Regulation ") through J.P. Morgan Cazenove and, subject to the  terms and  conditions set out  below  in  Appendix 1 to this announcement . The decision to allot New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of DGI9, following consultation with the Banks and the Investment Manager. To participate in the Placing, investors should communicate their interest to J.P. Morgan Cazenove.

The Placing is expected to close at 12.00 p.m. on 7 July 2022 but may close earlier or later at the discretion of the Company and the Banks.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have read and accepted the terms and conditions set out below in Appendix 1 to this announcement and to be providing the representations, warranties and acknowledgments contained therein.  An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be  irrevocable without the consent of the directors of DGI9 .  Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Strike Price.

Notes:

¹   Under the Prospectus Regulation Rules of the FCA, the Company is able to issue new Ordinary Shares representing up to 20 per cent. of its issued share capital in any 12 month period without publishing a prospectus.

Proposed Offer for Subscription

In addition to the Placing, there will be a separate Offer for Subscription made by the Company of New Ordinary Shares (the " Offer Shares ") to provide eligible investors in the UK only with an opportunity to acquire Offer Shares. The Offer Shares will be issued at the Strike Price.

To participate in the Offer for Subscription, investors should complete the Offer for Subscription form (" Application Form "), which can be found on the Company's website at  www.d9infrastructure.com , and return it:

-     by email by sending it to [e-mail] (only if paying via bank transfer or settling via DVP in CREST); or

-    by post to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH (the " Receiving Agent ")

so as to be received by the Receiving Agent by no later than 11.00 a.m. on 6 July 2022, together in each case with payment in full in respect of the subscription.

There is a minimum subscription amount of £1,000 for New Ordinary Shares per applicant under the terms of the Offer for Subscription. The Company reserves the right to scale back any order at its absolute discretion, following consultation with the Banks and the Investment Manager. The Company also reserves the right to reject any application for subscription under the Offer for Subscription without giving any reason for such rejection.

Each of the Offer for Subscription and the Placing is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription or the Placing, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority.

The Offer for Subscription is only being made in the United Kingdom.

The quantum of the Offer for Subscription shall not exceed the Sterling equivalent of €8 million.

The Offer for Subscription is conditional upon Admission becoming effective and the Placing Agreement becoming unconditional in all respects in relation to the Issue and not having been terminated on or before Admission.

Investors that wish to offer to subscribe for New Ordinary Shares via their broker or platform may do so by requesting their broker or platform to offer to subscribe for New Ordinary Shares on their behalf, subject to the terms and conditions between the investor and their broker or platform.

By making an application to subscribe for New Ordinary Shares under the Offer for Subscription, investors will be deemed to have accepted and incorporated into their offers the terms and conditions set out below in Appendix 2 to this Announcement.  An investor that has made an application to subscribe for New Ordinary Shares under the Offer for Subscription accepts that such application shall be  irrevocable without the consent of the Board .  Upon being notified of the Company's acceptance of its application for New Ordinary Shares in the Offer for Subscription, an investor shall be contractually committed to acquire the number of New Ordinary Shares that the Company has agreed to allot and issue to it at the Strike Price.

Expected Timetable

The expected timetable for the Placing is as follows:

Placing and Offer for Subscription opens		27 June 2022
Offer for Subscription Closes		11.00 a.m. on  6 July 2022
Latest time and date for receipt of commitments under the Placing		12.00 p.m. on 7 July 2022
Announcement of the results of the Issue		7.00 a.m. on 8 July 2022
Admission of the New Ordinary Shares to trading and dealings commence		8.00 a.m. on 12 July 2022
Crediting of CREST stock accounts in respect of the New Ordinary Shares		12 July 2022
Where applicable, definitive share certificates despatched in respect of the New Ordinary Shares		week commencing 18 July 2022 (or as soon as possible thereafter)

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Akur and J. P. Morgan Cazenove) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, electronic mail or by the publication of a notice through a Regulatory Information Service. References to all times are to times in London unless otherwise stated.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT

Triple Point Investment Management LLP   Thor Johnsen / Andre Karihaloo	[phone]
J.P. Morgan Cazenove   William Simmonds / Jérémie Birnbaum   (Corporate  Finance)   James Bouverat / Liam MacDonald-Raggett (Sales)	[phone]
Akur Capital    Tom Frost / Anthony Richardson / Siobhan Sergeant	[phone]
FTI Consulting LLP (Communications Adviser)   Mitch Barltrop   Ed Berry   Gina Magnin   [e-mail]	[phone] [phone] [phone]

NOTES:

Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the London Stock Exchange with ticker DGI9. The Company invests in the infrastructure of the internet that underpins the world's digital economy: digital infrastructure.

The number 9 in Digital 9 Infrastructure comes from the UN Sustainable Development Goal 9, which focuses the fund on investments that increase connectivity globally and improve the sustainability of digital infrastructure. The assets DGI9 invest in typically comprise scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, and wireless networks.

From its IPO in March 2021 and three subsequent placings, DGI9 has raised total equity of £845 million and a revolving credit facility of £300 million, and invested into the following data centres, subsea fibre and wireless networks:

· Aqua Comms , a leading owner and operator of 20,000km 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);

·   Verne Global , the leading Icelandic data centre platform, with 40MW of high intensity computing solutions in operation or development, powered by 100% baseload renewable power (September 2021);

·     EMIC-1 , a partnership with Meta on a 10,000km fibre system from Europe to India (July 2021);

· SeaEdge UK1 , a data centre and landing station for the North Sea Connect subsea cable, part of the North Atlantic Loop subsea network, improving connectivity between the UK, Ireland, Scandinavia and North America (December 2021);

· Host Ireland , a leading enterprise broadband provider that owns and operates Fixed Wireless Access networks (April 2022);

·   Volta , a premier data centre based in central London, providing 6MW retail co-location services (April 2022);

·   Ficolo , a leading Finnish data centre and cloud infrastructure platform, with c.23MW of data centre capacity, powered by 100% renewable power and distributing surplus heat to district heating networks (announced April 2022) ; and

· Arqiva , a UK based data, network and communications service provider, with the only national terrestrial television and radio broadcasting network in the United Kingdom and a leading IoT connectivity platform (announced June 2022).

The Investment Manager is Triple Point Investment Management LLP (" Triple Point ") which is authorised and regulated by the Financial Conduct Authority, with extensive experience in infrastructure, real estate and private credit, while keeping ESG principles central to its business mission. Triple Point's Digital Infrastructure team has over US$ 300 billion in digital infrastructure transaction experience and in-depth relationships across global tech and global telecoms companies. For more information, please visit www.triplepoint.co.uk .

The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 31 March 2021.

For more information, please visit  www.d9infrastructure.com .

IMPORTANT LEGAL INFORMATION

Members of the public are not eligible to take part in the Placing. The information in this announcement relating to the Placing (including Appendix 1) and the terms of the conditions of the Placing set out in Appendix 1 are for information purposes only and is directed only at persons in the United Kingdom who are qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order "), or (ii) persons who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order, (iii) persons in member states of the European Economic Area (" EEA ") in which the Company has been appropriately registered or has otherwise complied with the marketing requirements of the Alternative Investment Fund Managers Directive 2011/61/EU (including any relevant legislation implementing such directive in the relevant member state (the " EU AIFM Directive ") who are (a) "qualified investors" within the meaning of Article 2(e) of EU Regulation 2017/1129 (the " EU Prospectus Regulation ") and (b) "professional investors" within the meaning of Article 4(1)(ag) of the EU AIFM Directive or whom may be treated as professional investors under the national law of any member state (all such persons together being the " Relevant Persons "). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. For the purposes of this provision the expression "UK Prospectus Regulation" means the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019.

This announcement is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Triple Point Investment Management LLP, which is authorised and regulated by FCA, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The Company is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a 'listed fund' under the Collective Investment Funds (Jersey) Law 1988 (the " Funds Law ") and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Jersey Financial Services Commission is protected by the Funds Law against liability arising from the discharge of its functions thereunder. This announcement is an advertisement for the purposes of the Financial Services (Advertising) (Jersey) Order 2008, and it has not been approved by the Jersey Financial Services Commission.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

The distribution of this announcement and the offering, placing and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, agents, directors, officers or employees that that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. Persons, wherever located. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.

Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of EEA (other than to the extent required by applicable member states of the EEA to enable the Company's securities to be lawfully marketed). Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states for which marketing approval has been obtained in accordance with the requirements of the EU AIFM Directive, as implemented in the relevant jurisdiction).

This announcement must not be acted on or relied on in any member state of the EEA by persons: (a) who are not "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation who are  "professional investors", as defined in the AIFM Directive; or (b) (if they are domiciled, resident or have a registered office in the EEA) that are located in a member state of the EEA in which the Company has not been appropriately registered or has not otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA member state) necessary for the lawful marketing of the ordinary shares in the Company (the "Ordinary Shares"). For the purposes of this paragraph, the "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment. Further, the Ordinary Shares are only suitable for investors: (i) who understand and are willing to assume the potential risks of capital loss and understand that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Ordinary Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment. If any investor is in any doubt about the contents of this announcement, it should consult its accountant, legal or professional adviser or financial adviser.

No representation or warranty, express or implied, is given by the directors of the Company or any other person as to the accuracy of information or opinions contained in this announcement and no responsibility is accepted for any such information or opinions. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Risk Management section of the Company's latest annual report before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. Investors' capital is at risk.

The Company has a limited operating history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company, the Investment Manager or any other person. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision in respect of the Company. The value of investments may fluctuate. Information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.

Each of Akur (which is regulated in the UK by the FCA) and J.P. Morgan Cazenove (which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the FCA and the PRA), is acting exclusively for the Company and for no‐one else in connection with the matters described in this announcement and will not regard any other person as its client in relation thereto and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein. Neither Akur nor J.P. Morgan Cazenove, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements can be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward‐looking statements. These forward‐looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The target initial dividend yield and target net total accounting return figures contained in this announcement should not be taken as an indication of the Company's expected future performance or results. These are targets only and there is no guarantee that they can or will be achieved.  Accordingly, investors should not place any reliance on such targets.

None of the Company, the Investment Manager, Akur and/or J.P. Morgan Cazenove, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, Akur and J.P. Morgan Cazenove, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws")  (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares to be issued pursuant to the Placing and the Offer for Subscription are: (i) compatible with an end target market of retail investors who understand, or have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares offer no guaranteed income and no capital protection; (c) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and (d) the New Ordinary Shares will be admitted to the Specialist Fund Segment, which is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, J.P. Morgan Cazenove will only procure investors in the Placing who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor (including any intermediary) is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

PRIIPS Regulation

In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of the New Ordinary Shares has been prepared by Digital 9 Infrastructure plc and is available to investors on the Company's website.

If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

The Investment Manager is the only manufacturer of the Ordinary Shares for the purposes of the UK PRIIPs Laws and none of the Company, Akur nor J.P. Morgan Cazenove is a manufacturer for these purposes. None of the Company, the Akur nor J.P. Morgan Cazenove makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Investment Manager nor accepts any responsibility to update the contents of the KID in accordance with the UK PRIIPs Laws, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of the Company, Akur and J.P. Morgan Cazenove and their respective affiliates accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any key information documents prepared by the Investment Manager from time to time.

Appendix 1

Terms and Conditions of the Placing

1.  General

1.1          By participating in the Placing each applicant for New Ordinary Shares (an "Applicant") is deemed to have read and understood this Announcement (including this Appendix 1) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

1.2  Each Applicant which submits a bid (whether orally or in writing) to J.P. Morgan Cazenove in the Placing will be bound by these terms and conditions and will be deemed to have accepted them.

1.3  The Company and/or J.P. Morgan Cazenove may require any Applicant to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Applicant to execute a separate letter (a "Placing Letter"). The terms and conditions contained in any such Placing Letter shall be supplemental and in addition to the terms and conditions contained in this Appendix.

2.  Agreement to Acquire New Ordinary Shares

2.1  Conditional upon:

(a)    Admission occurring and becoming effective by 8.00 a.m. on the date indicated in this Announcement (or such later time and/or date as the Company and the Banks may agree), not being later than 12 July 2022;

(b)        the placing agreement between the Company, the Investment Manager, J.P. Morgan Cazenove and Akur dated 27 June 2022 (the "Placing Agreement") becoming otherwise unconditional in all respects in relation to the Placing, as applicable, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission; and

(c)        J.P. Morgan Cazenove confirming to the Applicants their allocation of the relevant New Ordinary Shares,

each Applicant agrees to become a member of the Company and agrees to take those New Ordinary Shares allocated to it by J.P. Morgan Cazenove at the Strike Price per New Ordinary Share.

2.2        To the fullest extent permitted by law, each Applicant acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Applicant may have.

3.  Payment for New Ordinary Shares

3.1        Each Applicant must pay the Strike Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by J.P. Morgan Cazenove . If any Applicant fails to pay as so directed and/or by the time required, the relevant Applicant's application for the New Ordinary Shares shall at J.P. Morgan Cazenove's discretion either be accepted or rejected in which case paragraphs 4.6 or 7.5 of these terms and conditions shall apply to such application respectively.

4.  Participation in, and principal terms of, the Placing

4.1      Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by J.P. Morgan Cazenove . J.P. Morgan Cazenove will commence a bookbuilding process with respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Applicants. The Bookbuild will establish a single Strike Price per New Ordinary Share payable by all Applicants whose bids are successful. The final number of New Ordinary Shares to be issued and the Strike Price will be determined by the Company in consultation with the Investment Manager and the Banks following completion of the Bookbuild. The final number of New Ordinary Shares and the Strike Price will be announced on a regulatory information service following completion of the Bookbuild.

4.2        To bid in the Bookbuild, Applicants should communicate their bid by telephone to their usual sales contact at J.P. Morgan Cazenove. Each bid should state the number of New Ordinary Shares which the prospective Applicant wishes to subscribe for either at the Strike Price which is ultimately determined by the Company or at prices up to a price limit specified in the bid. Bids may be scaled down by the Company (in consultation with the Banks and the Investment Manager) on the basis referred to below.

4.3      The latest time and date for receipt of bids under the Bookbuild is 12.00 p.m. (London time) on 7 July 2022.  J.P. Morgan Cazenove reserves the right to bring this date forward, or to extend the timetable at its discretion.

4.4       A bid in the Bookbuild will be made on the terms and subject to the conditions set out in this Appendix and will be legally binding on the Applicant on behalf of which it is made and, except with the consent of the J.P. Morgan Cazenove, will not be capable of variation or revocation after the time at which it is submitted.

4.5      J.P. Morgan Cazenove will re-contact and confirm orally to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter.  J.P. Morgan Cazenove's oral confirmation of the size of allocations and each Applicant's oral commitment to accept the same or such lesser number as determined in accordance with paragraph 4.4 below will constitute a legally binding agreement pursuant to which each such Applicant will be required to accept the number of New Ordinary Shares allocated to the Applicant at the Strike Price in accordance with paragraph 2.1 above and otherwise on the terms and subject to the conditions set out in this Appendix.

4.6         The Company (after consultation with the Banks and the Investment Manager) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Applicant in the event of an oversubscription in the Placing. The Company and J.P. Morgan Cazenove also reserve the right not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole. J.P. Morgan Cazenove shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither J.P. Morgan Cazenove , nor any holding company of J.P. Morgan Cazenove , nor any subsidiary, branch or affiliate of J.P. Morgan Cazenove (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Applicants (or to any other person whether acting on behalf of an Applicant or otherwise). In particular, neither J.P. Morgan Cazenove , nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Placing.  No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares.  Under the terms of the Placing Agreement the Company shall pay each of J.P. Morgan Cazenove and Akur a commission equal to a proportion of the gross proceeds raised from Applicants that have been procured by J.P. Morgan Cazenove .

4.7     Each Applicant's obligations will be owed to the Company and to the Banks.  Following the oral confirmation referred to above, each Applicant will have an immediate, separate, irrevocable and binding obligation, owed to J.P. Morgan Cazenove , to pay to J.P. Morgan Cazenove (or as J.P. Morgan Cazenove may direct) in cleared funds an amount equal to the product of the Strike Price and the number of New Ordinary Shares which such Applicant has agreed to acquire under the Placing.  Commitments under the Placing, once made, cannot be withdrawn without the consent of the Directors. The Company shall allot such New Ordinary Shares to each Applicant (or to J.P. Morgan Cazenove for onward transmission to the relevant Applicant) following each Applicant's payment to J.P. Morgan Cazenove of such amount.

4.8    Each Applicant agrees to indemnify on demand and hold each of the Banks , the Company and the Investment Manager and its and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgements, undertakings, representations, warranties and agreements set forth in these terms and conditions as supplemented by any Placing Letter.

4.9      All obligations of J.P. Morgan Cazenove and Akur under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions".

5.  Conditions

5.1        The Placing is conditional upon the Placing Agreement becoming unconditional in relation to the Placing and not having been terminated in accordance with its terms.  The conditions in the Placing Agreement are customary for an agreement of this nature and include (inter alia) Admission occurring in relation to the New Ordinary Shares and none of the representations, warranties and undertakings given by the Company and the Investment Manager being breached or untrue.

5.2     If the Placing does not become unconditional, the Placing will lapse and each Applicant's rights and obligations under the Placing shall cease and determine at such time and no claim may be made by an Applicant in respect thereof. Neither J.P. Morgan Cazenove nor Akur shall have any liability to any Applicant (or to any other person whether acting on behalf of an Applicant or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition relating to the Placing in the Placing Agreement.

5.3        By participating in the Placing, each Applicant agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Applicant.

5.4        By participating in a Placing, each Applicant agrees with the Banks that the exercise by either of the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Bank and that neither of the Banks need  make any reference to the Applicant in this regard and that, to the fullest extent permitted by law, neither of the Banks shall have any liability whatsoever to the Applicant in connection with any such exercise.

6.  No P ros pectus

6.1        The Placing is only available to Relevant Persons that may lawfully be, and are, invited to participate by J.P. Morgan Cazenove , and the New Ordinary Shares will only be offered in such a way as to not require a prospectus to be published in the United Kingdom or elsewhere.  No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Applicants' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix 1) and information that has been published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules and the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and Article 23 of the EU AIFM Directive (collectively "Regulatory Information").

6.2         Each Applicant, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix 1, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company or J.P. Morgan Cazenove , or the Investment Manager or any other person and none of the Company, J.P. Morgan Cazenove or the Investment Manager nor any other person will be liable for any Applicant's decision to participate in the Placing based on any other information, representation, warranty or statement which the Applicant may have obtained or received.  Each Applicant acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing, and confirms that it has understood the risks of investing in the Company and acquiring New Ordinary Shares and has read the risk factors detailed in the Company's latest annual report and financial statements, in the Company's most recently published prospectus and in the Article 23 pre-investment disclosure document, each of which are available on the Company's website www.d9infrastructure.com.  Each Applicant also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Regulatory Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7.  Registration and settlement

7.1        Settlement of transactions in the relevant New Ordinary Shares following their Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions.  J.P. Morgan Cazenove reserves the right to require settlement for and delivery of the relevant New Ordinary Shares to Applicants by such other means as it may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Applicant's jurisdiction.

7.2        Each Applicant allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it, the aggregate amount owed by such Applicant to J.P. Morgan Cazenove and settlement instructions. Applicants should settle against CREST Participant ID: 784. Each Applicant agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with J.P. Morgan Cazenove .

7.3        It is expected that settlement will be on a T+2 basis in accordance with the instructions set out in the trade confirmation.

7.4        Interest is chargeable daily on payments not received from Applicants on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

7.5        Each Applicant is deemed to agree that if it does not comply with these obligations, J.P. Morgan Cazenove may sell any or all of the New Ordinary Shares allocated to the Applicant on such Applicant's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Applicant plus any interest due. The Applicant will, however, remain liable for any shortfall below the aggregate amount owed by such Applicant and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Applicant's behalf.

7.6        If New Ordinary Shares are to be delivered to a custodian or settlement agent, the Applicant should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

7.7       Insofar as New Ordinary Shares are registered in the Applicant's name or that of its nominee or in the name of any person for whom the Applicant is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither of the Banks nor the Company shall be responsible for the payment thereof. Applicants will not be entitled to receive any fee or commission in connection with the Placing.

8.  Representations and Warranties

By participating in the Placing, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager and the Banks that:

8.1     it has read this Announcement, including this Appendix 1, in its entirety and acknowledges that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix 1);

8.2  no offering document or prospectus has been prepared in connection with the New Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

8.3     the Ordinary Shares are admitted to trading on the Special Fund Segment of the Main Market of the London Stock Exchange and the Company is, therefore, required to publish Regulatory Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Applicant is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

8.4     it is relying solely on this Announcement (including this Appendix 1) and the Regulatory Information published by the Company prior to Admission of the New Ordinary Shares issued pursuant to the Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing;

8.5         the content of this Announcement and the Regulatory Information is exclusively the responsibility of the Company and (in respect of the Regulatory Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on the Banks under any regulatory regime, none of the Investment Manager, the Banks nor any person acting on their behalf nor any of their respective Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Regulatory Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Ordinary Shares or the Placing, including but without limitation the Company Key Information Document published in accordance with UK version of Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the PRIIPs Regulation) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended;

8.6        if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager or the Banks or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

8.7      it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

8.8        it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

8.9        it accepts that none of the New Ordinary Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;

8.10    if it is applying for New Ordinary Shares in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the New Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

8.11      if it is resident in the UK, it is a Qualified Investor within the meaning of the UK Prospectus Regulation and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix 1)  may otherwise be lawfully communicated;

8.12      it has not been engaged to acquire the New Ordinary Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

8.13     if it is a resident in the EEA: (a) that it is a Qualified Investor within the meaning of the EU Prospectus Regulation; and (b) that it is a person to whom New Ordinary Shares may lawfully be marketed under EU AIFM Directive or under the applicable implementing legislation (if any) of the member state in which it is resident; and (c) if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation, that the New Ordinary Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors (within the meaning of the EU Prospectus Regulation), or in circumstances in which the prior consent of J.P. Morgan Cazenove has been given to the offer or resale;

8.14     if it is outside the United Kingdom, neither this Announcement (including this Appendix 1) or any other information of document issued by or on behalf of or in respect of the Company or either of the Banks constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

8.15     it acknowledges that neither of the Banks nor any of their respective Affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of either of the Banks or any of their Affiliates and that neither of the Banks, nor any of their respective Affiliates have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing in respect of any representations, warranties, undertaking or indemnities contained in these terms and conditions;

8.16      it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or J.P. Morgan Cazenove . It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;

8.17     it accepts that if the Placing does not proceed (for whatever reason) then none of the Company, the Banks, the Investment Manager, or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

8.18      in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 in force in the United Kingdom; or (ii) subject to the EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the "Money Laundering Directive"); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

8.19      it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, the Banks and/or the Company may require proof of identity of the Applicant and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Applicant to produce any information required for verification purposes, the Banks and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Banks and the Company against any liability, loss or cost ensuing due to the failure to process the application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

8.20      it acknowledges and agrees that information provided by it to the Company and/or either of the Banks will be stored on the Company's and/or the relevant Banks' computer system and manually.  It acknowledges and agrees that for the purposes of applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419), the Data Protection (Jersey) Law 2018, and regulatory requirements in the UK, the EEA and/or Jersey, as appropriate, in force from time to time (the "Data Protection Laws"), the Company and the Banks are/may be required to specify the purposes for which they will hold personal data. The Company and the Banks will only use such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data (including sensitive personal data) as required by or in connection with its holding of New Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of the New Ordinary Shares; (c) provide personal data to such third parties as the Company or the relevant Bank may consider necessary in connection with its affairs and generally in connection with its holding of the New Ordinary Shares or as the Data Protection Laws may require, including to third parties outside the United Kingdom, the EEA or Jersey; and (d) without limitation, provide such personal data to the Company, the Banks, the Company's registrar and the Investment Manager and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom, the EEA or Jersey;

8.21      In providing the Company and/or either of the Banks with information, it hereby represents and warrants to the Company, the Banks and the Investment Manager that it has obtained the consent of any data subject to the Company, either of the Banks, the Investment Manager, the Company's registrar and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive data or sensitive personal data for the Purposes). For the purposes of this Appendix 1, "data subject", "personal data", "sensitive data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Laws;

8.22  if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):

(a)  it acknowledges that the Target Market Assessment undertaken by the Banks and the Investment Manager does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(b)      notwithstanding any Target Market Assessment undertaken by the Banks and the Investment Manager, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the New Ordinary Shares and with the end target market;

(c)         it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

(d)  it acknowledges that the Banks are acting for the Company in connection with the Placing and for no-one else and that neither of the Banks will treat any Applicant as its customer by virtue of such application being accepted or owe any Applicant any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for the Applicant or be responsible to any Applicant for the protections afforded to its customers; and

(e)       it agrees that if so required by either of the Banks or the Investment Manager, it shall provide aggregated summary information on sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26R to 3.3.28R of the PROD Sourcebook;

8.23   the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that the Banks, the Company, the Investment Manager and their respective Affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant New Ordinary Shares are no longer accurate, it shall promptly notify the Banks and the Company in writing;

8.24      any of its clients, whether or not identified to J.P. Morgan Cazenove or any of its Affiliates or agents, will remain its sole responsibility and will not become clients of J.P. Morgan Cazenove or any of its Affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

8.25     it accepts that the allocation of New Ordinary Shares shall be determined by the Company (in consultation with J.P. Morgan Cazenove and the Investment Manager) in its absolute discretion and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine;

8.26     time shall be of the essence as regards its obligations to settle payment for the relevant New Ordinary Shares and to comply with its other obligations under the Placing; and

8.27      it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith.

9.  United States Purchase and Transfer Restrictions

By participating in the Placing, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager and each of the Banks that:

9.1  it is located outside the United States and it is not a U.S. Person;

9.2        it is acquiring the New Ordinary Shares in an ''offshore transaction'' within the meaning of, and in reliance on, Regulation S and it is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;

9.3     it acknowledges that the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration, or an exemption from registration, under the Securities Act;

9.4       it acknowledges that the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act;

9.5      it acknowledges that the Investment Manager has not registered under the under the U.S. Investment Advisers Act of 1940, as amended (the "U.S. Investment Advisers Act"), and that the Company has put in place restrictions on the sale and transfer of the New Ordinary Shares to ensure that the Investment Manager is not and will not be required to register under the Investment Advisers Act;

9.6       no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

9.7        that if any New Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form (or if a request to re-materialise uncertificated New Ordinary Shares into certificated form), then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

"THE ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION OF THE UNITED STATES. THE ORDINARY SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). IN ADDITION, THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") AND, AS SUCH, INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE INVESTMENT COMPANY ACT. FURTHERMORE, THE COMPANY'S ARTICLES OF ASSOCIATION PROVIDE THAT THE DIRECTORS MAY, IN THEIR ABSOLUTE DISCRETION, REFUSE TO REGISTER A TRANSFER OF ANY SHARES TO A PERSON THAT THEY HAVE REASON TO BELIEVE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR SIMILAR US LAWS, THAT WILL GIVE RISE TO AN OBLIGATION OF THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT OR PRECLUDE THE AVAILABILITY OF CERTAIN EXEMPTIONS, THAT WILL CAUSE THE COMPANY OR THE ORDINARY SHARES TO BECOME SUBJECT TO REGISTRATION UNDER THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), THE SECURITIES ACT OR SIMILAR LEGISLATION OR WOULD RESULT IN THE COMPANY NOT BEING CONSIDERED A "FOREIGN PRIVATE ISSUER" UNDER THE EXCHANGE ACT, THAT WOULD SUBJECT THE INVESTMENT ADVISER TO REGISTRATION UNDER THE US COMMODITY EXCHANGE ACT OF 1974, THAT WOULD CAUSE THE COMPANY ANY PECUNIARY DISADVANTAGE OR THAT WOULD GIVE RISE TO THE COMPANY OR THE INVESTMENT MANAGER BECOMING SUBJECT TO ANY US LAW OR REGULATION DETERMINED TO BE DETRIMENTAL TO IT (ANY SUCH PERSON BEING A "PROHIBITED US PERSON"). THE COMPANY MAY REQUIRE A PERSON BELIEVED TO BE A PROHIBITED US PERSON TO PROVIDE DOCUMENTARY EVIDENCE THAT IT IS NOT SUCH A PROHIBITED US PERSON OR TO SELL OR TRANSFER THE ORDINARY SHARES HELD BY IT TO A PERSON WHO IS QUALIFIED TO HOLD THE ORDINARY SHARES AND, IF THESE REQUIREMENTS ARE NOT SATISFIED WITHIN 30 DAYS' NOTICE, THE ORDINARY SHARES WILL BE DEEMED TO HAVE BEEN FORFEITED."

9.8       if in the future, the investor decides to offer, sell, transfer, assign or otherwise dispose of the New Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Company's articles of incorporation (the "Articles");

9.9       is purchasing the New Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

9.10      it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;

9.11      it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD's Common Reporting Standard ("CRS") and that the Company will follow FATCA's and CRS's extensive reporting and FATCA's withholding requirements from their effective date. The Applicant agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA or the CRS;

9.12      it is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the New Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager or either of the Banks, or any of their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;

9.13     it has received, carefully read and understands this Announcement (including this Appendix 1), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other materials concerning the Company or the New Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing; and

9.14      if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

The Company, the Investment Manager, the Banks and each of their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the Applicant are no longer accurate or have not been complied with, the Applicant will immediately notify the Company and the Banks in writing.

10.  Miscellaneous

10.1      The rights and remedies of each of the Banks and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.2     The obligations of the Banks in relation to the Placing (including as set out in this Appendix) shall be several (and not joint or joint and several).

10.3    The contract to acquire New Ordinary Shares under the Placing will be governed by, and construed in accordance with, the laws of England and Wales.  For the exclusive benefit of the Banks, the Company and the Investment Manager, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against an Applicant in any other jurisdiction.

10.4     In the case of a joint agreement to apply for New Ordinary Shares under the Placing, references to an "Applicant" in these terms and conditions are to each of the Applicants who are a party to that joint agreement and their liability is joint and several.

10.5       Each of the Banks and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined.

appendix 2

Terms and Conditions of the Offer for Subscription

No prospectus

The Offer for Subscription is being made under the exemption against the need for an approved prospectus provided for under section 86(1) of the Financial Services and Markets Act 2000. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority.

Accordingly, all applications will be made solely on the basis of the information contained in the RNS announcement made in connection with the launch of the Offer for Subscription (the "Announcement") and information published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and the key information document (the " KID ") relating to the New Ordinary Shares  (collectively "Regulatory Information").

1.  Introduction

1.1     Under the Offer for Subscription, the Company invites investors to make an offer to the Company to subscribe for New Ordinary Shares.

1.2 The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. Investors' capital is at risk.

1.3        In the case of a joint application, references to you in this Appendix 2 are to each of you, and your liability is joint and several. Please ensure that you read these terms and conditions in full before completing the Application Form.

1.4      If you make an offer (or "apply") to the Company and Computershare Investor Services PLC (the "Registrar" and the "Receiving Agent") for New Ordinary Shares under the Offer for Subscription, you will be deemed to have agreed to, and incorporated into your offer, the Terms and Conditions set out below.

1.5 The Application Form referred to in these Terms and conditions is available from the Company's website www.d9infrastructure.com .

2.           Invitation to make an offer to acquire New Ordinary Shares

2.1        Your offer to subscribe for New Ordinary Shares must be made on the Application Form available from the Company's website www.d9infrastructure.com, or as may be otherwise published by the Company. By completing and delivering an Application Form, you, as the applicant, and, if you sign the Application Form on behalf of another person or a corporation, that person or corporation:

(a) offer to subscribe for such number of New Ordinary Shares at the aggregate subscription value specified in Box 1 on your Application Form (or such lesser number for which your application is accepted) (the "Advanced Subscription Value");

(b)       acknowledge that the Company is conducting an accelerated bookbuild process which will establish a single Strike Price per New Ordinary Share payable by each applicant in the Offer for Subscription. The exact Strike Price will not be known until 7 July 2022 once the bookbuild process has completed, but in any event the Strike  Price shall be no less than 110 pence per Ordinary Share;

(c) agree that the Offer for Subscription is governed by the terms, and subject to the conditions, set out in this Appendix 2 and the Company's Memorandum of Association and Articles of Association (the "Articles");

(d)       agree you will be issued such number of New Ordinary Shares on Admission as is equal to the product of your Advanced Subscription Value divided by the Strike Price, rounded down to the nearest whole share (the aggregate value of such whole number of New Ordinary Shares (based on the Strike Price) being the "Aggregate Subscription Value");

(e)      agree that the difference between the Advanced Subscription Value and the Aggregate Subscription Value (if any, but never being more than the Strike Price) shall be gifted to charity on your behalf (as determined by the Company);

(f)       agree that, in consideration of the Company agreeing that it will not, prior to the date of Admission, invite or make offers for subscription of such New Ordinary Shares to any person other than by means of the procedures referred to in this Appendix 2, your offer to subscribe may not be revoked, and if such offer is accepted by the Company, this paragraph shall constitute a collateral contract between you and the Company which will become binding on you upon despatch by post to, or in the case of delivery by hand on receipt by the Receiving Agent of, your Application Form (and which will become binding on the Company upon its acceptance of your offer to subscribe);

(g)        undertake to pay the aggregate Strike Price for the number of New Ordinary Shares specified in your Application Form (should the Company accept your offer to subscribe), and warrant that the remittance accompanying your Application Form, will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive the share certificates for the New Ordinary Shares applied for in certificated form or be entitled to commence dealing in the New Ordinary Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such New Ordinary Shares unless and until you make payment in cleared funds for such New Ordinary Shares and such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion and on the basis that you indemnify the Receiving Agent and the Company against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) void the agreement to allot the New Ordinary Shares and may allot them to some other person, in which case you will not be entitled to any refund or payment in respect thereof (other than the refund in the same manner you made your original investment, at your risk, for an amount equal to the proceeds of the remittance which accompanied your Application Form, net of any applicable banking charges and without interest);

(h)        acknowledge that the Company reserves the right not to accept your offer to subscribe for New Ordinary Shares, or to accept such offers in part rather than in whole, in which case your application monies to the extent of the unaccepted offer (partially or wholly), will be returned to you in the same manner you made your original payment net of any applicable banking charges, without interest and at your risk;

(i) agree that where on your Application Form a request is made for New Ordinary Shares to be deposited into a CREST Account, your Application Form must be completed and signed by the named CREST holder and not by any underlying beneficial holder and the Receiving Agent may in its absolute discretion amend the form so that such New Ordinary Shares may be issued in certificated form registered in the name(s) of the holders specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds);

(j) agree, in respect of applications for New Ordinary Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 2.1(h) above to issue New Ordinary Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled (and any monies returnable to you) may be retained by the Receiving Agent in a non-interest bearing account maintained by the Receiving Agent:

(i) pending clearance of your remittance;

(ii) pending investigation of any suspected breach of the warranties contained in paragraph 6 below or any other suspected breach of this Appendix 2;

(k)        agree, on the request of the Receiving Agent, to disclose promptly in writing to it such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which it may consider appropriate;

(l) agree that, if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Company) following a request therefor, the Company or the Receiving Agent may terminate any agreement made with you to allot New Ordinary Shares and, in such case, the New Ordinary Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned to you in the same manner you made your original investment net of any applicable banking charges, without interest and at your risk;

(m)     agree that you are not applying on behalf of a person engaged in money laundering, drug trafficking or terrorism;

(n) undertake to ensure that, in the case of an Application Form signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;

(o)    undertake to pay interest at the rate described in paragraph 3.3 below if the remittance accompanying your Application Form is not honoured on first presentation; and

(p)        authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of New Ordinary Shares for which your application is accepted or if you have completed Box 3 on your Application Form, but subject to paragraph 2.1(i) above, to deliver the number of New Ordinary Shares for which your application is accepted into CREST, and/or to return any monies returnable  in the same manner you made your original investment without interest and at your risk;

2.2         confirm that you have read and complied with paragraph 8 of this Appendix 2;

2.3 agree that all subscription payments by cheque and electronic CHAPS bank transfers will be processed through the following two bank accounts (the Acceptance Account) opened with the Receiving Agent;

· For Cheque Payments: CIS PLC re: DIGITAL 9 OFS a/c

· For electronic CHAPS payments, applicants should contact Computershare Investor Services PLC stating "DIGITAL 9 OFS 2022" by email at [e-mail] for full bank details or telephone the shareholder helpline on 0370 707 4040 or on [phone] (if calling from outside the UK) for further information. Applicants will be provided with a unique reference number which must be used when making the payment; and

2.4       agree that your Application Form is addressed to the Receiving Agent acting as agent for the Company. Any application may be rejected in whole or in part at the sole discretion of the Company.

3.  Acceptance of your offer for subscription

3.1 The Receiving Agent may, on behalf of the Company, accept your offer to subscribe (if your application is received, valid (or treated as valid), processed and not rejected).

3.2         The right is reserved notwithstanding the basis as so determined to reject in whole or in part and/or scale back any application. The right is reserved to treat as valid any offer to subscribe not complying fully with this Appendix 2 or not in all respects completed or delivered in accordance with the instructions accompanying the Application Form. In particular, but without limitation, the Company may accept an offer to subscribe made otherwise than by completion of an Application Form where you have agreed with the Company in some other manner to apply in accordance with this Appendix 2. The Company and Receiving Agent reserve the right (but shall not be obliged) to accept Application Forms and accompanying remittances which are received otherwise than in accordance with this Appendix 2.

3.3 The Receiving Agent will present all cheques and bankers' drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payment. The Receiving Agent may, as agent of the Company, require you to pay interest or its other resulting costs (or both) if the payment accompanying your application is not honoured on first presentation. If you are required to pay interest you will be obliged to pay the amount determined by the Receiving Agent, to be the interest on the amount of the payment from the date on which all payments in cleared funds are due to be received until the date of receipt of cleared funds. The rate of interest will be the then published bank base rate of a clearing bank selected by the Receiving Agent plus 2 per cent. per annum. The right is also reserved to reject in whole or in part, or to scale down or limit, any application. Applications accompanied by a post-dated cheque will not be accepted.

3.4 The Company reserves the right in its absolute discretion (but shall not be obliged) to accept offers to subscribe for New Ordinary Shares for an Aggregate Subscription Value of less than £1,000.

4.  Conditions

The contracts created by the Company's acceptance of offers to subscribe (in whole or in part) under the Offer for Subscription will be conditional upon, inter alia:

(a) Admission occurring and becoming effective by 8.00 a.m. on the date indicated in this Announcement (or such later time and/or date as the Company and the Banks may agree), not being later than 12 July 2022; and

(b) the placing agreement between the Company, the Investment Manager and the Banks dated 27 June (the "Placing Agreement") becoming otherwise unconditional in all respects, as applicable, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission.

5.  Return of Application Monies

Where application monies have been banked and/or received, if any offer to subscribe is not accepted in whole, or is accepted in part only, or if any contract created by the Company's acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest and after the deduction of any applicable bank charges by crossed cheque in your favour, by post at the risk of the person(s) entitled thereto or back to the bank where the funds originated from if payment is made by electronic transfer. In the meantime, application monies will be retained by the Receiving Agent in a separate non-interest bearing account.

6.  Warranties

In making an offer to the Company to subscribe for New Ordinary Shares (by completing an Application Form) you:

6.1       warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in this Appendix 2 and undertake to enclose your power of attorney (or a complete copy certified by a solicitor or notary together with full identity documents for yourself);

6.2        warrant that you are not a U.S. Person, you are not located within the United States, you are acquiring the New Ordinary Shares in an offshore transaction meeting the requirements of Regulation S and are not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;

6.3 warrant, if the laws of any territory or jurisdiction outside the United Kingdom are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company, Investment Manager, the Banks, the Receiving Agent, or any of their respective officers, agents or employees, acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Offer for Subscription in respect of your application;

6.4        confirm that in making an application you are not relying on any information or representations in relation to the Company and the New Ordinary Shares other than those contained in this Announcement and the Regulatory Information.  You agree that the content of this Announcement (including this Appendix 2) is exclusively the responsibility of the Company and that you have neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company, the Investment Manager, the Banks or any other person and none of the Company, the Investment Manager, the Banks nor any other person will be liable for your decision to participate in the Offer for Subscription based on any other information, representation, warranty or statement which you may have obtained or received;

6.5        agree that, having had the opportunity to read this Announcement (including this Appendix 2), you shall be deemed to have had notice of all information and representations contained herein;

6.6     acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager, the Banks or the Receiving Agent;

6.7 acknowledge that the KID relating to the New Ordinary Shares to be issued pursuant to the Offer for Subscription prepared by the Company's alternative investment fund manager pursuant to the UK PRIIPs Laws can be provided to you in paper form or by means of a website, but that where you are applying under the Offer for Subscription directly and not through an adviser or other intermediary, unless requested in writing otherwise, the lodging of an Application Form represents your consent to being provided the KID via the website at www.d9infrastructure.com or on such other website as has been notified to you. Where your application is made on an advised basis or through another intermediary, the terms of your engagement should address the means by which such KID will be provided to you;

6.8       acknowledge and agree that the procedures for calculating the risks, costs and potential returns as set out in the KID relating to the New Ordinary Shares are prescribed by the UK PRIIPs Laws and the information contained in the KID may not reflect the expected returns for the Company, and that anticipated performance returns cannot be guaranteed;

6.9  warrant that you are not under the age of 18 on the date of your application;

6.10 agree that all documents and monies sent by post to, by or on behalf of the Company, or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first named holder) as set out in your Application Form;

6.11 confirm that you have reviewed the restrictions contained in paragraph 8 of these Terms and Conditions below and warrant, to the extent relevant, that you (and any person on whose behalf you apply) comply or have complied with the provisions therein;

6.12 agree that, in respect of those New Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Company's register of members;

6.13 agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription and any non-contractual obligations arising under or in connection therewith shall be governed by and construed in accordance with English Law and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts or noncontractual obligations in any other manner permitted by law or in any court of competent jurisdiction;

6.14     irrevocably authorise the Company, or the Receiving Agent or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any New Ordinary Shares subscribed by or issued to you into your name and authorise any representatives of the Company and/or the Receiving Agent to execute any documents required therefor and to enter your name on the register of members of the Company;

6.15    agree to provide the Company and Receiving Agent with any information which they may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time to time);

6.16  agree that:

(a)  Akur is acting only for the Company in connection with the Issue and for no-one else; and

(b)  J.P. Morgan Cazenove is acting for the Company solely in connection with the Placing and for no-one else (and is not acting for any person in connection with the Offer for Subscription),

and that neither of the Banks will treat you as their customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of the New Ordinary Shares, the suitability of the New Ordinary Shares for you, or otherwise, or be responsible to you for providing the protections afforded to its customers;

6.17 agree that the Receiving Agent is acting for the Company in connection with the Offer for Subscription and for no one else and that it will not treat you as its customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of New Ordinary Shares or concerning the suitability of New Ordinary Shares for you or be responsible to you for providing the protections afforded to its customers;

6.18 warrant that no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

6.19 warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, the Investment Manager, the Banks or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;

6.20  warrant that the information contained in your Application Form is true and accurate.

7.  Money Laundering

7.1 You agree that, in order to ensure compliance with the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 in force in the United Kingdom (the "UK Money Laundering Regulations 2017"), the Receiving Agent may respectively at their absolute discretion require verification of identity from any person lodging an Application Form. Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company and the Receiving Agent from the applicant that the UK Money Laundering Regulations 2017 will not be breached by application of such remittance. While the Receiving Agent may carry out anti-money laundering checks on any application, they are usually only performed when dealing with applications for shares that are requested to be registered in certificated form outside of CREST, regardless of value.

7.2         In other cases the verification of identity requirements may apply.

7.3 The Receiving Agent may undertake electronic searches for the purposes of verifying your identity. To do so the Receiving Agent may verify the details against your identity, but may also request further proof of your identity. The Receiving Agent reserves the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction.

7.4 Except as provided in paragraphs 7.5 and 7.6 below, payments must be made by cheque or banker ' s draft in Sterling drawn on a United Kingdom branch of a bank or building society. Cheques, which must be drawn on your personal account where you have sole or joint title to the funds, should be made payable to  "CIS PLC re: DIGITAL 9 OFS a/c" . Third party cheques may not be accepted with the exception of building society cheques or bankers   '  drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque/banker  '  s draft by following the instructions in paragraph 7.9 below. The name on the bank account must be the same as that stated on the Application Form.

7.5 For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 11.00 a.m. on 6 July 2022. Applicants wishing to make a CHAPs payment should contact Computershare Investor Services PLC stating "DIGITAL 9 OFS 2022" by email at [e-mail] for full bank details or telephone the shareholder helpline on 0370 707 4040 or on [phone] (if calling from outside the UK) for further information. Applicants will be provided with a unique reference number which must be used when making the payment. Electronic payments must come from a UK bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in Box 2 of the Application Form and payments must relate solely to your application. You should tick the relevant payment method box in section 1. It is recommended that such transfers are actioned within 24 hours of posting your application.

7.6 Evidence of the source of funds may also be required by the Receiving Agent if requested by them. Typically, this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference.

7.7         Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent. Please note that you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment). The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference nor where a payment has been received but without an accompanying Application Form.

7.8        Applicants making an offer to the Company under the Offer for Subscription who wish to have their shares credited to their nominated CREST account, must settle their investment on a DVP basis only and the named CREST holder and not any underlying beneficial holder will still need to complete and submit a valid Application Form to be received by no later than 11.00 a.m. on6 July2022 (being the "Closing Date") allowing for the delivery and acceptance of New Ordinary Shares to be made against payment of the Strike Price per New Ordinary Share, following the CREST matching criteria set out in the Application Form. You should tick the relevant box in section 1 of the Application Form.

7.9 Applicants making an offer to the Company under the Offer for Subscription will also need to ensure that their settlement instructions are input to the Receiving Agent's account 8RA20 by no later than 1.00 p.m. on 11 July 2022. Please note that the Receiving Agent will not take any action until a valid DEL message has been alleged to the Participant account by the applicant/custodian. No acknowledgement of receipt or input will be provided.

7.10 Applicants making an offer to the Company under the Offer for Subscription should also ensure that their agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to their usual daily trading and settlement requirements. In the event of late/non-settlement, the Company reserves the right to deliver shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied. If you require a share certificate you should not use this facility.

7.11 Where you appear to the Receiving Agent to be acting on behalf of some other person certifications of identity of any persons on whose behalf you appear to be acting may be required.

7.12 Failure to provide the necessary evidence of identity may result in application(s) being rejected or delays in the despatch of documents.

7.13   In all circumstances, for investments that will be registered in certificated form outside of CREST, verification of the identity of applicants will be required. If you use a building society cheque, banker's draft or money order you should ensure that the bank or building society enters the name, address and account number of the person whose account is being debited on the reverse of the cheque, banker's draft or money order and adds its stamp. The name on the bank account must be the same as that stated on the Application Form.

8.  Overseas Investors

The invitation to make an offer to subscribe for New Ordinary Shares under the Offer for Subscription is only being made to persons who are resident in the United Kingdom.  The attention of potential investors who are not resident in, or who are not citizens of, the United Kingdom is drawn to paragraphs 8.1 to 8.5 below:

8.1       Residents of countries other than the United Kingdom are not eligible (and thus not invited)  to participate in the Offer for Subscription.

8.2         Residents of the United Kingdom who are citizens of countries other than the United Kingdom ("Overseas Investors") may be affected by the law of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to subscribe for New Ordinary Shares under the Offer for Subscription.

8.3        No person receiving a copy of this Announcement (including this Appendix 2) in any territory other than the United Kingdom may treat the same as constituting an offer or invitation to him.

8.4       Persons (including, without limitation, nominees and trustees) receiving this Announcement (including this Appendix 2) should not distribute or send it to any U.S. Person or in or into the United States, Canada, any member state of the EEA, Japan, Australia, the Republic of South Africa, their respective territories or possessions or any other jurisdiction where to do so would or might contravene local securities laws or regulations.

8.5 The Company reserves the right to treat as invalid any agreement to subscribe for New Ordinary Shares pursuant to the Offer for Subscription if it appears to the Company or its agents to have been entered into by any person who is not resident in the United Kingdom or in a manner which otherwise may involve a breach of the securities legislation of any jurisdiction. Save where you have satisfied the Company or its agents that an appropriate exemption applies so as to permit you to subscribe under this Appendix 2, you represent and agree that you are a resident of the United Kingdom.

9.  Data Protection

9.1 Each applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679, the UK version of the General Data Protection Regulation (EU) 2016/679 as incorporated into UK law by the European Union (Withdrawal) Act 2018, and the Data Protection (Jersey) Law 2018, as such may be varied, amended or replaced from time to time, and regulatory requirements in the United Kingdom, the EEA and/or Jersey, as appropriate (the "DP Legislation") the Company, the Administrator, the Receiving Agent and/or the Registrar hold their personal data.

9.2 The Company, the Receiving Agent and the Registrar will process such personal data at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the Purposes) which is available for consultation on the Company's website: www.d9infrastructure.com .

9.3  Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.

9.4        In providing the Company, the Administrator, the Receiving Agent or the Registrar with personal data, the applicant hereby represents and warrants to the Company, the Administrator, the Receiving Agent and the Registrar that: (1) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under DP Legislation, the applicant has obtained the consent of any data subject to the Company, the Administrator, the Receiving Agent and the Registrar and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive data or personal data for the purposes). For the purposes of this Appendix 2, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the DP Legislation.

9.5 Each applicant acknowledges that by submitting personal data to the Company, the Administrator, the Receiving Agent or Registrar (acting for and on behalf of the Company) where the applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.

9.6      Each applicant acknowledges that by submitting personal data to the Company, the Administrator, the Receiving Agent or the Registrar (acting for and on behalf of the Company) where the applicant is not a natural person, it represents and warrants that:

(a)         it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the applicant may act or whose personal data will be disclosed to the Company as a result of the applicant agreeing to subscribe for New Ordinary Shares under the Offer for Subscription;

(b)        the applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company;

(c) where the applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Offer for Subscription

(d)  comply with all applicable data protection legislation;

(e)     take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(f)       if required, agree with the Company, the Receiving Agent and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(g)         immediately on demand, fully indemnify the Company, the Receiving Agent and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Receiving Agent and/or the Registrar in connection with any failure by the applicant to comply with the provisions set out above.

10.  Miscellaneous

10.1 The rights and remedies of the Company and the Receiving Agent under this Appendix 2 are in addition to any rights and remedies which would otherwise be available to either of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.2 The Company reserves the right to shorten or extend the closing time of the Offer for Subscription from 11.00 a.m. on 6 July 2022, by giving notice to the London Stock Exchange. The Company will notify investors via a Regulatory Information Service and any other manner, having regard to the requirements of the London Stock Exchange.

10.3 The Company may terminate the Offer for Subscription in its absolute discretion at any time prior to Admission. If such right is exercised, the Offer for Subscription will lapse and any monies will be returned to the applicant as indicated net of any applicable banking charges, without interest and at the applicant's risk.

 

END

 

 

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