Amendment to Investment Management Agreement
Summary by AI BETAClose X
LEI: 213800T8RBBWZQ7FTF84
19 August 2025
CORDIANT DIGITAL INFRASTRUCTURE LIMITED
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
The Board of Cordiant Digital Infrastructure Limited (the Company or CORD) announces that it has agreed with Cordiant Capital Inc (Cordiant Capital or the Investment Manager) to remove the requirement to reinvest 10% of the annual management fee in the Company's ordinary shares (Ordinary Shares) under the investment management agreement (IMA) (the Reinvestment Requirement).
Removal of the Reinvestment Requirement recognises the strong existing alignment between the Investment Manager and the Company and its shareholders through the high proportion of Ordinary Shares held by the Investment Manager and its team built up over time (far in excess of the 10% Reinvestment Requirement), and the fact that the annual management fee is based on the lower of market capitalisation or net asset value (NAV) of the Company, with no floor.[1] For the year ended 31 March 2025, the Investment Manager was paid aggregate annual management fees of £6.1 million, representing 0.6% of the average of the Company's opening and closing net asset value for the last full financial year.
Following the publication of each interim report and annual report, the Investment Manager is required to apply an amount, in aggregate, equal to 10% of the annual management fee for the preceding six-month period in the market purchase of Ordinary Shares or, in the case that the recent average share price at the time is higher than the last reported NAV per Ordinary Share, subscription of new Ordinary Shares. Any Ordinary Shares purchased or subscribed by the Investment Manager pursuant to these arrangements are, subject to usual exceptions, subject to a lock-up of 12 months from the date of purchase or subscription.
A total of 2,394,292 shares have been purchased by the Investment Manager through its affiliate Cordiant Digital Infrastructure Management LLP (CDIM) under the Reinvestment Requirement since IPO. None of the Ordinary Shares bought under the Reinvestment Requirement have been sold.
Cordiant Capital and members of the Digital Infrastructure team currently own 15,393,552 Ordinary Shares in aggregate, representing 2.01% of the entire issued share capital of the Company, of which Mr Marshall personally owns a total of 13,265,578 Ordinary Shares.
In conjunction with the amendment to the IMA, Cordiant Capital and Mr Marshall have committed to ensure that the number of shares held in aggregate by Cordiant Capital and Mr Marshall will never be lower than the minimum amount that would have been required to be held by the Investment Manager under the IMA prior to the amendment.
For further information, please visit www.cordiantdigitaltrust.com or contact:
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Cordiant Capital Inc. Investment Manager Stephen Foss, Managing Director
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+44 (0)20 3814 5939 CordiantDigitalTrust@cordiantcap.com
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Aztec Financial Services (Guernsey) Limited Company Secretary and Administrator Chris Copperwaite/Laura Dunning
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+44 (0) 1481 74 9700
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Investec Bank plc Joint Corporate Broker Tom Skinner (Corporate Broking) Lucy Lewis / Denis Flanagan (Corporate Finance)
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+44 (0) 20 7597 4000 |
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Deutsche Numis Joint Corporate Broker Hugh Jonathan / George Shiel
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+44 (0) 20 7260 1000 |
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Celicourt Public Relations Advisor Philip Dennis/Ali AlQahtani/Charles Denley-Myerson
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+44 (0)20 7770 6424 |
Notes to Editors:
About the Company
Cordiant Digital Infrastructure Limited (the Company) primarily invests in the core infrastructure of the digital economy: data centres; fibre-optic networks; telecommunications and broadcast towers - in Europe and North America. Further details about the Company can be found on its website at www.cordiantdigitaltrust.com.
The Company is a sector-focused specialist owner and operator of Digital Infrastructure, listed on the London Stock Exchange under the ticker CORD. In total, the Company has successfully raised £795 million in equity, along with a €375 million debt package, comprising a €200 million Eurobond and €175 million of committed capex and revolving facilities, deploying capital into six acquisitions: CRA, Hudson, Emitel, Speed Fibre, Belgian Tower Company and Datacentre United, which together offer stable, often index-linked income, and the opportunity for growth, in line with the Company's Buy, Build & Grow model.
About the Investment Manager
Cordiant Capital Inc (Cordiant) is a specialist global infrastructure and real assets manager with a sector-led approach to providing growth capital solutions to promising mid-sized companies in Europe, North America and selected global markets. Since the firm's relaunch in 2016, Cordiant, a partner-owned and partner-run firm, has developed a track record of exceeding mandated investment targets for its clients.
Cordiant focuses on the next generation of infrastructure and real assets; sectors (digital infrastructure, energy transition infrastructure and the agriculture value chain) characterised by growth tailwinds and technological dynamism. It also applies a strong sustainability and ESG overlay to its investment activities.
With a mix of managed funds offering both value-add and core strategies in equity and direct lending, Cordiant's sector investment teams (combining experienced industry executives with traditional private capital investors) work with investee companies to develop innovative, tailored financing solutions backed by a comprehensive understanding of the sector and demonstrated operating capabilities. In this way, Cordiant aims to provide value to investors seeking to complement existing infrastructure equity and infrastructure debt allocations.
[1] The annual management fee with respect to market capitalisation (if applicable) is calculated on the following basis:
- 1.00% of the average market capitalisation up to £500 million;
- 0.90% of the average market capitalisation between £500 million and £1 billion; and
- 0.80% of the average market capitalisation in excess of £1 billion.
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