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Digital 9 Infrastr. (DGI9)

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Monday 24 May, 2021

Digital 9 Infrastr.

Placing of Ordinary Shares

RNS Number : 5126Z
Digital 9 Infrastructure PLC
24 May 2021
 

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 is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Digital 9 Infrastructure plc in any jurisdiction, including in or into the United States, Canada, Australia, the Republic of South Africa or Japan. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Digital 9 Infrastructure plc on 8 March 2021 and publicly available information, taken together with the information contained in 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

 24 May 2021

DIGITAL 9 INFRASTRUCTURE PLC

Placing of O rdinary Shares at a price of 105 pence per Ordinary Share

 

Digital 9 Infrastructure plc (the "Company" or "DGI9") today announces the launch of a placing of new ordinary shares in the capital of the Company ("Ordinary Shares") at a price of 105 pence per Ordinary Share (the "Placing Price") (the "Placing") pursuant to the terms of its existing Placing Programme, details of which are set out in the Company's prospectus published on 8 March 2021 (the "Prospectus").

Placing Highlights

· The Company is targeting gross proceeds of approximately £100 million.

· The Placing Price of 105 pence per Ordinary Share represents a discount of 7 per cent. to the closing mid-market price of 113 pence per Ordinary Share on 21 May 2021.

· The new Ordinary Shares issued under the Placing will rank pari passu with existing Ordinary Shares, including the right to receive dividends and distributions, including the first dividend expected to be declared for the quarter from Initial Admission to 30 June 2021 in an amount of 1.5 pence per Ordinary Share.1

· The net proceeds of the Placing will be used to acquire further assets in line with the Company's investment objective, identified in the Company's pipeline of investment opportunities at IPO, as set out in the Prospectus.

Retail Offer

· In addition to the Placing, the Company intends to make an offer of new Ordinary Shares available on the PrimaryBid platform, in which retail investors will be invited to participate (the "PrimaryBid Offer"). A separate announcement will be made by the Company shortly regarding the PrimaryBid Offer.

· The Company is relying on an available exemption from the need to publish a prospectus approved by the Financial Conduct Authority in connection with the PrimaryBid Offer.

 

Investment Background

· The Company, raised gross proceeds of £300m on its IPO on 31 March 2021, and is focused on investing in a range of critical digital infrastructure assets which deliver a reliable, functioning internet.

· On 1 April 2021, the Company completed the acquisition of Aqua Comms, a platform owning and operating some 14,300km of the most reliable and resilient trans-Atlantic sub-sea fibre systems - the very "backbone" of the internet - at a valuation of US$215 million (on a cash free, debt free basis).  Since acquisition, Aqua Comms has delivered some significant positive operational performance, including; 

making its largest ever single sale of fibre capacity, selling long term lease rights to eight fibre pairs on one of its systems to a major existing Aqua Comms customer (a global internet content provider); 

successfully completing a commercial trial of next generation optical equipment, delivering the highest capacity commercial connectivity service across the Atlantic (400Gb per channel); and 

continuing to outperform its annual budgets, with nearly 50 per cent. of expected revenue from lease renewals achieved in just the first four months of 2021.

· The Company is targeting a 10 per cent p.a. net total accounting return, including an initial annualised 6 pence per share dividend yield for the first financial year ending 31 December 2021 (significantly cash covered from IPO).1

The Company is targeting a first interim dividend of 1.5 pence per Ordinary Share in respect of the period from Initial Admission to 30 June 2021, payable in September 2021.1

Use of Proceeds and Pipeline Update

 

· The net proceeds of the Placing will be used to acquire further assets as identified in the Company's IPO pipeline of investment opportunities.

· The Company's Investment Manager, Triple Point Investment Management LLP ("TriplePoint" or the "Investment Manager") has made significant progress on its short-term pipeline of investment opportunities, as identified and described on IPO, which includes a number of US, UK and northern European data centres, UK terrestrial fibre platforms, and a UK wireless infrastructure business, alongside further opportunities within the expansion of subsea fibre systems.2

· There are some £600 million of opportunities capable of completion in the next 12 months, comprising:

approximately £200 million of opportunities under active discussion and/or through initial investment committee review and/ or in exclusivity, which the Investment Manager believes are capable of completion within the next three months; and

approximately £400 million which have a completion timeframe of three to 12 months.

· In addition, the Investment Manager has identified c.£2.0 billion in proprietary development and operational investment opportunities.2

 

Notes:

1 - The dividend and return targets stated above are Sterling denominated returns targets only and not a profit forecast. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected future results. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target net total accounting return are reasonable or achievable.

2 - It should be noted that there are no legally binding agreements in place concerning the acquisition of the investments identified with the pipeline of opportunities and there can be no guarantee that any such agreements will be entered into or that the Company will acquire all or some of the pipeline investments.

 

Expected Timetable

The expected timetable for the Placing is as follows:

Placing opens 

 

24 May 2021

Latest time and date for receipt of commitments under the Placing

 

3.00 p.m. on 7 June 2021

Announcement of the results of the Placing

 

7.00 a.m. on 8 June 2021

Admission of the new Ordinary Shares issued in the Placing to trading and dealings commence

 

8.00 a.m. on 10 June 2021

Crediting of CREST stock accounts in respect of the new Ordinary Shares

 

10 June 2021

Where applicable, definitive share certificates despatched in respect of the new Ordinary Shares

 

week commencing 14 June 2021 (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.

 Akur Limited (trading as Akur Capital) ("Akur"), is acting exclusively as Financial Adviser to the Company and J.P. Morgan Securities PLC (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as Global Coordinator and Sole Bookrunner on the Placing.

 

The Placing is a "Subsequent Placing" pursuant to the Placing Programme and is being conducted in accordance with the terms and conditions of the Placing Programme as set out in the Prospectus. The Prospectus is   available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website www.d9infrastructure.com .

 

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Ordinary Shares, investors will be deemed to have read and understood this announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions contained in Part 14 of the Prospectus, and to be providing the representations, warranties and acknowledgments contained therein.

 

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.

 

FOR FURTHER INFORMATION, PLEASE CONTACT

Triple Point Investment Management LLP

Thor Johnsen / Andre Karihaloo

 

Via Sapience Communications

J.P. Morgan Cazenove

William Simmonds / Jérémie Birnbaum (Corporate Finance)
James Bouverat / Liam MacDonald-Raggett (Sales)

 

+44 (0) 207 742 4000

Akur Capital

Tom Frost / Anthony Richardson / Siobhan Sergeant

 

+44 (0) 207 493 3631

Sapience Communications

Richard Morgan Evans/Sasha Johnson

+44 (0) 203 195 3240/

+44  (0) 775 108 7291

[email protected]

 

NOTES:

 

Digital 9 Infrastructure plc is a newly established, externally managed investment trust which invests in a range of digital infrastructure assets which deliver a reliable, functioning internet.

 

"Digital infrastructure" refers to the critical infrastructure required for the internet to operate and, essentially, refers to everything from fibre networks that connect continents, businesses and homes (the very "backbone" of the internet), to the data centres that organisations use to house their critical networks of computer and storage resources, and to the towers and small cells that carry data traffic wirelessly to the end user.

 

The Company is focused on the provision of Digital Infrastructure integrated with green and cleaner power in line with UN Sustainable Development Goal 9: "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation".

 

The Company's portfolio will comprise future proofed, non-legacy, scalable platforms and technologies including (but not limited to) subsea fibre, data centres, terrestrial fibre, tower infrastructure and small cell networks (including 5G).

 

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 asset and project finance, portfolio management and structured investments. The Investment Manager's digital infrastructure team has a proven track record of over US$2 billion of infrastructure investments and, in addition, will benefit from a panel of digital infrastructure industry experts, with deep knowledge, relationships and involvement in a combined US$250 billion of digital infrastructure transactions.

 

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. This announcement is 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 (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).

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus and not in reliance on this announcement. Copies of the Prospectus are available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://   https://www.d9infrastructure.com/ ). 

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.

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company.

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.

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, except pursuant to an applicable exemption from registration. 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 the European Economic Area ("EEA") (other than any member state of the EEA where the Company's securities may 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 Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (the "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 the law in the relevant Member State implementing 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 European Economic Area 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. 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.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. 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.

Investors should only subscribe for the Ordinary Shares referred to in this announcement on the basis of information contained in the Prospectus. You should read the Prospectus in its entirety before investing, and in particular the risk factors set out therein.

The Company is newly established and has no 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 Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares to be issued pursuant to the Placing 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 Ordinary Shares may decline and investors could lose all or part of their investment; (b) the Ordinary Shares offer no guaranteed income and no capital protection; (c) an investment in the 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 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 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 Ordinary Shares was prepared by Digital 9 Infrastructure plc at the time of the publication of the Prospectus and will be 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.

 

 

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