EGM Notice & Proposed Admission to Official List

Cordiant Digital Infrastructure Ltd

10 April 2026

 

LEI: 213800T8RBBWZQ7FTF84

10 April 2026

Cordiant Digital Infrastructure Limited

Publication of Circular and Notice of Extraordinary General Meeting in connection with the proposed admission of the Company's Ordinary Shares to the Official List

Further to the announcement made on 4 March 2026, Cordiant Digital Infrastructure Limited (the "Company") has today published a circular and notice (the "Circular") of an Extraordinary General Meeting ("EGM") in connection with the proposed amendments to the Company's articles of incorporation ("Existing Articles") and the Company's investment policy in connection with the proposed admission of the Company's ordinary shares of no par value in the capital of the Company ("Ordinary Shares") to the closed-ended investment funds category of the Financial Conduct Authority's Official List (the "CEIF Category") and to trading on the Main Market for listed securities of the London Stock Exchange (together, "Admission").

Details of the Proposals

The Board considers Admission to be an important step in the next stage of the Company's development. It has always been the ambition of the Board and the Investment Manager to transition the Ordinary Shares from the Specialist Fund Segment to the Official List and Admission is expected to have the following material benefits:

·	the Company will have access to a potentially larger pool of capital which may improve the liquidity of the Ordinary Shares on the secondary market;
·	the listing on the Official List (and the Ordinary Shares migrating from the Specialist Fund Segment to the Main Market for listed securities) is expected to broaden the appeal of the Company to a wider range of investors, particularly retail investors; and
·	the Company's market capitalisation means that the Company should be eligible for inclusion in the FTSE 250 index which should require all FTSE 250 tracker funds to acquire Ordinary Shares in the secondary market to track the Company's weighting within the index. If successful, the inclusion of the Company within the FTSE 250 would be announced on 3 June 2026 with index inclusion taking effect on 22 June 2026.

Prior to Admission, the Company has, whilst the Ordinary Shares have been admitted to trading on the Specialist Fund Segment, complied on a voluntary basis with certain provisions of the UK Listing Rules. Following Admission, the Company will be required to comply in full with the applicable provisions of the UK Listing Rules, including in relation to transactions with related parties, financial reporting, contents of shareholder circulars and other continuing obligations.

Amendments to the Investment Policy

As noted above, Admission will be subject to the adoption by the Company of a revised investment policy (the "Amended Investment Policy").

The proposed amendments to the Company's current investment policy have been designed to make the Company's investment approach easier to understand and to satisfy certain eligibility requirements of the FCA, as well as making certain non-material amendments to make sure that the Amended Investment Policy exists as a self-contained, stand-alone document.  For the avoidance of doubt, none of the changes proposed in the Amended Investment Policy will alter the way in which the portfolio is managed by the Investment Manager.

The principal changes made in the Amended Investment Policy are as follows:

·	a recognition that the Group's digital infrastructure assets are, and will be, held through operating businesses which generally have their own management teams (defined as "Platforms"). This more accurately reflects the way in which the Company's portfolio is presented and reported on in the Company's financial statements;
·	a confirmation that the Company will invest and manage its assets with the objective of spreading risk, in line with the requirements of the UK Listing Rules;
·	the implementation of a single Platform-level investment restriction of 35 per cent. of Gross Asset Value. This investment restriction, however, will not apply to the Company's investment in either CRA or Emitel, although the Company will commit that any future investment by the Company into either CRA or Emitel, whilst such Platform individually represents in excess of 35 per cent. of Gross Asset Value (measured at the time of such proposed further investment), will only occur in exceptional circumstances, where the Company's independent Board and the Investment Manager consider such further investment to be in the best interests of shareholders;
·	the expansion of the Company's core investment geographies to include Switzerland, Australia and New Zealand. This means that the Company will be restricted from investing more than 15 per cent. of Gross Asset Value, in aggregate, in Platforms located in countries outside the United Kingdom, the EEA, the United States of America, Canada, Switzerland, Australia and New Zealand; and
·	in the unlikely circumstances where the Company invests in listed entities, the standard investment restrictions will not apply to the investment in the listed entity and instead, no single listed investment will account for more than 20 per cent of Gross Asset Value.

The full text of the Amended Investment Policy, marked to show the changes proposed to be made against the Company's current investment policy, is set out in Part 2 of the Circular.

Amendments to the Articles

In connection with Admission, the Company is proposing to make certain non-material changes to its Articles to update certain references and definitions in the Articles in line with the current iteration of the UK Listing Rules which have been amended since the original Articles were adopted on the Company's IPO in 2021.

In addition, as announced on 2 March 2026, the Company has now completed the final redemption and cancellation of all remaining Subscription Shares and is therefore proposing to take the opportunity to remove all of the now redundant provisions relating to the Subscription Shares from the Articles.

Resolution 2 to be proposed at the EGM will therefore propose the adoption of amended Articles to implement the above changes.

A copy of the proposed revised Articles, marked to show the changes proposed to be made, is available to view on the Company's website at www.cordiantdigitaltrust.com.

Extraordinary General Meeting

The adoption of the Amended Investment Policy and the amended Articles require an EGM of the Company to be held.  The notice convening the EGM to be held at the offices of Cordiant Digital Infrastructure Management LLP, First Floor, 63 St James's Street, London, SW1A 1LY at 10.30 a.m. on 27 April 2026 is set out in the Circular.

Expected Timetable

Circular sent to Shareholders	13 April 2026
Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the EGM	10.30 a.m. on 23 April 2026
EGM	10.30 a.m. on 27 April 2026
Announcement of results of the EGM	27 April 2026
Admission of the Ordinary Shares to the Official List	8.00 a.m. on 30 April 2026

A copy of the Circular and Form of Proxy have been submitted to the National Storage Mechanism and will be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Circular and the Form of Proxy will be despatched to shareholders and/or may also be viewed on the Company's website at:

www.cordiantdigitaltrust.com/investors/circulars-documents/

Capitalised terms shall have the meanings attributed to them in the Circular unless otherwise defined in this announcement.

Contacts

For further information, please contact:

Cordiant Capital Inc Investment Manager	[phone]
Cordiant Digital Infrastructure Management LLP Stephen Foss, Managing Director	[e-mail]
Aztec Financial Services (Guernsey) Limited Company Secretary and Administrator Chris Copperwaite/ Magdala Mullegadoo	[phone] [e-mail]
Investec Bank plc Sole Sponsor and joint corporate broker Lucy Lewis Tom Skinner	[phone]
Deutsche Numis Joint Corporate Broker Hugh Jonathan/George Shiel	[phone]
Celicourt Financial Communications Adviser Philip Dennis Charles Denley-Myerson	[phone]  [e-mail]

Notes to Editors:

About the Company

Cordiant Digital Infrastructure Limited 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.

The Investment Manager's Digital Infrastructure team (Cordiant Digital Infrastructure Management) was co-founded by Steven Marshall, formerly President at American Towers Corporation (NYSE: AMT), who chairs all the major portfolio companies. The team consists of 22 professionals, who bring considerable hands‑on investing and operating expertise to its investment approach. This investing strategy can be summarised as acquiring and expanding cash-flowing Digital Infrastructure platforms across Europe and in North America.

 

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