Conversion of C Shares - Conversion Ratio
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: 213800T8RBBWZQ7FTF84
Cordiant Digital Infrastructure Limited
Conversion of C Shares - Conversion Ratio
18 January 2022
Further to the announcement on 5 January 2022, the Board of Cordiant Digital Infrastructure Limited (the "Company") is pleased to announce the conversion ratio of the C Shares into new Ordinary Shares in accordance with the terms of the C Shares (as set out in the Company's Articles of Incorporation) (the "Conversion"), based on the respective unaudited estimated net asset values of the Ordinary Share pool and the C Share pool calculated as at 4 January 2022 (the "Calculation Date"). The Conversion will take effect on 20 January 2022 (the "Conversion Date").
Net Asset Values and Conversion Ratio
The Directors determined that the Calculation Date for the Conversion was 4 January 2022 (being the date at which the Company entered into a legally binding contract for the acquisition of Emitel S.A. ("Emitel"). Accordingly, Conversion will be made by reference to the respective unaudited estimated net asset values per share of the C Shares and the Ordinary Shares at close of business on the Calculation Date which were as follows:
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As at 4 January 2022 (p) |
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Net Asset Value per Ordinary Share |
101.76 |
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Net Asset Value per C Share |
96.06 |
The C Shares will convert into new Ordinary Shares on the following basis (the "Conversion Ratio"):
0.9440 new Ordinary Shares for every 1 C Share held
Accordingly, the total number of new Ordinary Shares arising on Conversion will be 174,640,000. Shareholders will not be entitled to a fraction of a new Ordinary Share arising on Conversion. Instead, their entitlement will be rounded down to the nearest whole number of Ordinary Shares. Fractional entitlements to Ordinary Shares will be aggregated and the whole number of Ordinary Shares will be sold with the proceeds retained for the benefit of the Company.
The new Ordinary Shares arising on conversion of the C Shares will rank pari passu with the existing Ordinary Shares for any dividends or distributions declared after the Conversion Date.
Movement in Net Asset Values
The Net Asset Values previously reported by the Company for 30 September 2021, when the Company reported its interim results, were 101.61 pence for Ordinary share and 98.13 pence per C Share. The movement in the Net Asset Values between then and 4 January 2022 was affected, inter alia, by the following:
· The payment of an interim dividend of 1.5 pence per Ordinary Share and 1.5 pence per C Share on 16 December 2021;
· The revaluation of the Ordinary Share pool's investment in CRA, which increased by £10.5m due to free cash flow generation reducing net debt and an upward movement in earnings multiples in comparable market transactions, partly offset by a small adverse foreign exchange movement; and
· Ongoing annual expenses of the Company.
Admission
On the basis of the Conversion Ratio, application has been made for 174,640,000 new Ordinary Shares arising on conversion to be admitted to trading on the Specialist Fund Segment of London Stock Exchange plc. Dealings in the new Ordinary Shares arising on Conversion are expected to commence on Thursday, 20 January 2022.
Conversion Timetable
Conversion will occur in accordance with the following timetable:
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Event |
Date (2022) |
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Calculation Date |
Tuesday, 4 January |
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Announcement of Conversion Ratio |
Tuesday, 18 January |
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Record Date for Conversion and C Share register closes |
6.00pm on Wednesday, 19 January |
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Admission of new Ordinary Shares arising on Conversion |
8.00am on Thursday, 20 January |
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CREST accounts credited with new Ordinary Shares in uncertificated form |
Thursday, 20 January |
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Share certificates in respect of new Ordinary Shares in certificated form dispatched |
Week commencing 24 January |
References to all times are to London times unless otherwise stated.
Removal of the C Share line
Application will be made for the C Share line to be removed from trading on the Specialist Fund Segment of London Stock Exchange plc by the opening of trading at 8.00am on 20 January 2022.
Unless otherwise defined, capitalised terms used in this Announcement shall have the same meaning as set out in the Prospectus. A copy of the Prospectus is available on National Storage Mechanism at https://data.fca.org.uk/a/nsm/nationalstoragemechanism as well as on the Company's website at www.cordiantdigitaltrust.com.
Enquiries:
For further information, please contact:
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Cordiant Digital Infrastructure Management Ltd Manager Stephen Foss, Investor Relations
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+44 (0)20 7201 7546
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Investec Bank plc Joint Financial Adviser, Joint Corporate Broker |
+44 (0)20 7597 4000 |
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Tom Skinner (Corporate Broking) Lucy Lewis (Corporate Finance)
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Jefferies International Limited Joint Financial Adviser, Joint Corporate Broker
Stuart Klein Gaudi Le Roux
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+44 (0) 20 7029 8000 |
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Ocorian Administration (Guernsey) Limited Company Secretary and Administrator Ian Smith Eimear Coleman
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+ 44 (0)1481 742742 |
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Notes to Editors:
Cordiant Digital Infrastructure Limited primarily invests in the core infrastructure of the digital economy - data centres, fibreoptic networks and broadcast and telecommunication towers - "the plumbing of the internet" - in the UK, Europe and North America. Further details of the Company can be found on the Company's website at www.cordiantdigitaltrust.com.
Cordiant Capital Inc., the Company's investment manager, is a sector-focused investment manager with particular expertise and experience in digital infrastructure. Cordiant invests in global infrastructure and real assets, running infrastructure private equity and infrastructure private credit strategies through limited partnership funds and managed accounts. Cordiant's current client base consists of global insurance companies, pension plans and family offices.
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