TIDMCORD
RNS Number : 7562Y
Cordiant Digital Infrastructure Ltd
17 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY MEMBER STATE OF THE EEA (WITH THE EXCEPTION OF THE REPUBLIC OF
IRELAND) OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE
THE IMPORTANT NOTICE AT THE 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: 213800T8RBBWZQ7FTF84
Cordiant Digital Infrastructure Limited
Placing of C Shares
17 May 2021
The Board of Cordiant Digital Infrastructure Limited (the
"Company") is pleased to announce the launch of a placing of C
Shares to enable the Company to complete acquisitions from its
pipeline of potential digital infrastructure investments,
specifically certain attractive transactions where due diligence is
well advanced.
Key Highlights
-- Advanced pipeline. The Company's pipeline of further high
quality, well-advanced and complementary transaction opportunities
(across the U.S., Canada, Scandinavia and other European markets)
has grown considerably in quantity since the IPO. Cordiant Capital,
Inc. (the "Investment Manager") is currently at an advanced stage
of negotiations in relation to particularly attractive,
time-sensitive potential transactions with a value of approximately
GBP800 million. In aggregate, the Company has an actionable
pipeline in excess of GBP1.2 billion.
-- Issue of C Shares. In light of this significant and
actionable pipeline of potential transactions, the Company is
targeting a placing under the Company's existing Placing Programme
to raise a target amount of GBP250 million through the issue of C
Shares (the "C Share Placing") at a placing price of 100p per C
Share (the "Placing Price"). Steven Marshall, Chairman of Digital
Infrastructure at the Investment Manager, intends to subscribe for
a minimum of one million C Shares pursuant to the C Share
Placing.
-- Revolving Credit Facility. In addition to the C Share
Placing, the Company is in discussions with potential debt
providers in relation to a revolving credit facility for the
Company to be used for the purposes of funding future
acquisitions.
Steven Marshall, Chairman Digital Infrastructure, Cordiant
Capital Inc. said:
"Digital infrastructure assets are uniquely placed to
participate in the acceleration of the digitisation of the economy
and society, including the transition to net zero. The Company has
already acquired one high quality platform, has signed a binding
letter on another and has an advanced pipeline of highly attractive
opportunities, with a blend of cash generative and growth assets.
The opportunity to add any one of these assets to the existing
portfolio is compelling and the window of investment is
immediate".
Shonaid Jemmett-Page, Chairman of the Company , said:
"The swift deployment of the IPO proceeds and the depth of the
advanced pipeline that our investment manager has originated
affords us the opportunity to raise additional equity. The Board
believes that, by seeking to expand the portfolio into attractive
investments early in the Company's life, the Company will be well
placed to deliver compound growth in future years."
Background to the Issue
On 4 May 2021, the Company announced that it had completed the
acquisition of České Radiokomunikace a.s. (CRA) and entered into a
legally binding letter of intent (subject to confirmatory technical
due diligence and final transaction documentation) to acquire a
Norwegian fibre network and certain land sites for data centre
development for a combined total consideration of GBP451 million.
Together, these acquisitions comprise GBP318 million of equity
investment and the assumption of an amount equal to GBP133 million
of non-recourse net debt. These acquisitions, generating estimated
EBTIDA of circa GBP40.5 million over the 12 months ended 31
December 2020(1) , have enabled the Company to accelerate its
dividend guidance for the current financial year to 3 pence per
share, with an intention to further accelerate the dividend
guidance over paying a dividend of 4 pence per share in future
years.
The Company has a pipeline of investment opportunities at an
advanced stage of negotiations of approximately GBP800 million that
significantly exceeds the Company's remaining uninvested Ordinary
Share capital from its IPO. In aggregate, the pipeline of
actionable opportunities exceeds GBP1.2 billion.
The attractive, near-term pipeline includes opportunities to
invest in a substantial European data centre platform, a
multi-asset tower and fibre platform in Europe, and a North
American edge data centre platform (the "Advanced Pipeline").
The Board and Investment Manager believe that these are
compelling opportunities and that there is currently a window of
opportunity to assemble an attractive portfolio of digital
infrastructure platforms in Europe and North America. As a result,
and in order to seek to acquire assets in the Advanced Pipeline,
the Company is launching the C Share Placing.
The Advanced Pipeline
The Investment Manager is in exclusive, bilateral negotiations
on the basis of an agreed price, and has substantially completed
due diligence on a European multi-asset tower and IoT platform. The
Investment Manager is encouraged by the due diligence conducted to
date and, if concluded satisfactorily, would expect to be able to
announce a deal in June (subject to government approvals on EU
foreign direct investment requirements).
The Investment Manager has commenced initial due diligence on an
opportunity to acquire a European data centre platform with a high
quality management team and growth prospects. This attractive asset
has the potential to anchor the Company's European data centre
strategy and, if successful, an acquisition could complete in Q3
2021.
The North American data centre opportunity is a bilateral
negotiation and represents a unique opportunity for the Company to
make a majority investment in a data centre platform alongside an
entrepreneurial founder seeking a partner to significantly expand
the business. If successful, an acquisition could complete in Q3
2021.
The C Share Placing
The Company is seeking to raise a target amount of GBP250
million (before expenses) through the placing of 250 million C
Shares at an issue price of 100p per C Share under its existing
Placing Programme (the Placing Programme is covered by the
Company's existing prospectus dated 29 January 2021 (the
"Prospectus")). The Board has discretion to increase the size of
the C Share Placing if considered appropriate to satisfy investor
demand up to the maximum of 500 million C Shares available under
the Placing Programme.
Steven Marshall, Chairman of Digital Infrastructure at the
Investment Manager, intends to subscribe for a minimum of one
million C Shares pursuant to the C Share Placing.
Use of proceeds
The Company will first invest the remaining uninvested IPO net
proceeds, less required working capital, of circa GBP36 million.
However, this will be insufficient to finance in full two of the
Advanced Pipeline deals. The Company therefore expects the net
proceeds of the C Share Placing to be deployed quickly, subject to
commercial agreement, due diligence and regulatory approvals (if
required), into deals from the Advanced Pipeline in accordance with
the Company's Investment Policy, initially alongside the Ordinary
Share portfolio and then exclusively within the C Share
portfolio.
Under the terms of the Company's articles of incorporation, the
C Shares will not convert into Ordinary Shares until at least 80
per cent. of the net proceeds of the C Share issue have been
invested in accordance with the Company's investment policy (or, if
earlier, 12 months after the date of the issue of the C Shares).
The assets representing the net proceeds of the C Share issue will
be accounted for and managed as a distinct pool of assets until
their conversion date. By accounting for the net proceeds of the C
Share issue separately, Ordinary Shareholders will not participate
in a portfolio containing a substantial amount of uninvested cash
before the conversion date.
The basis on which the C Shares will convert into Ordinary
Shares is such that the number of Ordinary Shares to which holders
of C Shares will become entitled will re ect the relative net asset
values per share of the assets attributable to the C Shares and the
Ordinary Shares. As a result, the Net Asset Value per Ordinary
Share can be expected to be unchanged by the issue and conversion
of any C Shares, and the Net Asset Value of the Ordinary Shares
will not be diluted by the expenses of the C Share issue, which
will be borne by the C Share pool. The value of the existing assets
in the current portfolio attributable to the Ordinary Shares will
include all accrued income and will also take into account all
relevant factors which may affect the valuation of the existing
assets as at that date.
On conversion, the new Ordinary Shares issued through the
conversion of the C Shares, will rank pari passu with the existing
Ordinary Shares in issue on the date of conversion.
C Share dividend
To the extent that the C Shares have not been converted into new
Ordinary Shares prior to the ex-dividend date for any dividend
declared on the Ordinary Shares, the Company intends to declare a
dividend of an equal amount from the C Share pool to the holders of
C Shares.
Annual management fee on C Shares
The Investment Manager has agreed that no annual management fee
shall accrue or be charged on the undeployed cash net proceeds of
the C Share Placing until such time as 75 per cent. or more of such
net proceeds have been Deployed. For these purposes, "Deployed"
means invested in, or committed to, the acquisition or development
of Digital Infrastructure Assets.
Further details
Investec Bank plc ("Investec") is acting as financial adviser,
global co-ordinator and sole bookrunner to the Company in
connection with the C Share Placing. Investec will today commence a
bookbuild process in respect of the C Share Placing at the Placing
Price. The C Share Placing will be non-pre-emptive pursuant to the
terms set out in the Prospectus and is expected to close no later
than 12 noon BST on Tuesday, 8 June 2021 but may be closed earlier
or later at the absolute discretion of Investec and the
Company.
The C Share Placing is conditional, inter alia, on the C Shares
being admitted to trading on the Specialist Fund Segment of the
Main Market for listed securities of the London Stock Exchange
("Admission"). Subject to Admission becoming effective, it is
expected that settlement of subscriptions by placees in respect of
the C Shares and trading in the C Shares will commence at 8.00 a.m.
BST on Thursday, 10 June 2021, or such later time and/or date as
may be announced by the Company after the close of the C Share
Placing.
The target number of C Shares to be issued pursuant to the C
Share Placing is 250 million but the Board may increase the number
of C Shares to be issued under the C Share Placing if it, in
consultation with Investec and the Investment Manager, believes
there is sufficient investor demand for those shares and suitable
assets available for investment in which to deploy the net proceeds
of the C Share Placing.
The C Share Placing is not underwritten. The C Share Placing may
be scaled back by the Company for any reason, including where it is
necessary to scale back allocations to ensure the net proceeds of
the C Share Placing align with the Company's post fundraise
acquisition targets. Details of the number of C Shares to be issued
pursuant to the C Share Placing will be determined by the Board
(following consultation with Investec and the Investment Manager)
and will be announced as soon as practicable after the close of the
C Share Placing.
The Placing Price is 100 pence per C Share.
By choosing to participate in the C Share Placing and by making
an oral and legally binding offer to subscribe for C 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 of the C
Share Placing (a 'Subsequent Placing' under the Placing Programme)
in Part 12 of the Prospectus, and to be providing the
representations, warranties and acknowledgements contained
therein.
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. Full
details of the Terms and Conditions of the C Share Placing are
available in the Prospectus.
Expected Timetable
Placing opens Monday, 17 May 2021
Latest time and date for applications 12 noon BST on Tuesday, 8 June
under the C Share Placing 2021
Results of the C Share Placing Tuesday, 8 June 2021
announced
Admission of the C Shares to 8.00 a.m. BST on Thursday, 10
trading and commencement of June 2021
dealings on the Specialist Fund
Segment of the London Stock
Exchange's main market for listed
securities
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Investec)
bring forward or postpone the closing time and date for the C Share
Placing. In the event that a date or time is changed, the Company
will notify persons who have applied for C Shares by post, by
electronic mail or by the publication of a notice through a
Regulatory Information Service.
References to all times are to London times unless otherwise
stated.
Dealing codes
Ticker for the C Shares CCRD
ISIN for the C Shares GG00BMC7TN84
SEDOL for the C Shares BMC7TN8
Legal Entity Identifier (LEI) 213800T8RBBWZQ7FTF84
Unless otherwise defined, capitalised terms used in this
Announcement shall have the same meaning as set out in the
Prospectus published on 29 January 2021.
Enquiries:
For further information, please contact:
Cordiant Digital Infrastructure Management
Ltd
Manager
Stephen Foss, Investor Relations +44 (0)20 7201 7546
Investec Bank plc
Sole Financial Adviser, Global Coordinator
and bookrunner +44 (0)20 7597 4000
Tom Skinner ( Corporate Broking )
Lucy Lewis, David Yovichic, Denis Flanagan ( Corporate Finance
)
Dominic Waters, Will Barnett, Neil Brierley ( Sales )
Camarco +44 (0)20 3757 4980
Financial Communications Adviser CordiantDigitalInfra@Camarco.co.uk
Louise Dolan
Eddie Livingstone-Learmonth
Monique Perks
Billy Clegg
Ocorian Administration (Guernsey) Limited
Company Secretary and Administrator
Ian Smith
Holly Tierney +44 (0)1481 742742
[1] EBITDA figure is presented on a pre-IFRS 15 & 16 basis,
excluding one off items and is based on CZK-GBP and NOK-GBP average
exchange rates for the year 2020.
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.
Important Information
This Announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any C
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, subject to any
applicable law, available for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website.
This Announcement is not an offer to sell or a solicitation of
any offer to buy the C Shares in the Company in the United States,
Australia, Canada, the Republic of South Africa, Japan, or any
member state of the EEA (with the exception of the Republic of
Ireland) 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
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the C Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the C Shares 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.
In the United Kingdom, this communication is being distributed
only to, and is directed only at, qualified investors as defined
under Article 2 of the Prospectus Regulation: (i) who have
professional experience in matters relating to investments 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) who are
high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2) of the Order, and (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). Any investment or investment
activity to which this communication relates is available only to
and will only be engaged in with such persons. For the purposes of
this provision the expression "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 communication is only addressed to, and directed at,
persons in the Republic of Ireland who are "qualified investors"
within the meaning of Article 2(e) of the EEA Prospectus
Regulation. For the purposes of this provision, the expression "EEA
Prospectus Regulation" means Regulation (EU) 2017/1129. This
communication must not be acted on or relied on in any other member
state of the EEA.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the C Shares or the Ordinary Shares into which they will
convert.
This Announcement may not be used in making any investment
decision. This Announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This Announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. 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 or its completeness.
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.
The information and opinions contained in this Announcement are
provided as at the date of this Announcement and are subject to
change and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Investment
Manager, Investec or any of their affiliates or by any of their
respective officers, employees or agents in relation to it. No
reliance may be placed for any purpose whatsoever on the
information or opinions contained in this Announcement or on its
completeness, accuracy or fairness. This Announcement has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading 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 or any other person. The returns set out in this
Announcement are targets only. There is no guarantee that any
returns set out in this Announcement can be achieved or can be
continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
Announcement.
The information in this Announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, the Investment Manager, Investec and their
affiliates and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this
Announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this Announcement. The information
contained in this Announcement will not be updated.
This Announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This Announcement does not constitute a
recommendation regarding any securities.
Prospective investors should take note that, unless otherwise
agreed with the Company, the Company's shares may not be acquired
by: (i) investors using assets of: (A) an "employee benefit plan"
as defined in Section 3(3) of US Employee Retirement Income
Security Act of 1974, as amended ("ERISA") that is subject to Title
I of ERISA; (B) a "plan" as defined in Section 4975 of the US
Internal Revenue Code of 1986, as amended (the "US Tax Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Tax Code; or (C) 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 US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Investec is authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulatory Authority. Investec is
acting for the Company and no one else in connection with the C
Share Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec or for affording advice in relation to any transaction or
arrangement referred to in this Announcement. This Announcement
does not constitute any form of financial opinion or recommendation
on the part of Investec or any of its affiliates and is not
intended to be an offer, or the solicitation of any offer, to buy
or sell any securities.
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 and its implementing and
delegated acts, which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit)
Regulations 2019, the Key Information Document relating to the C
Shares is available to investors at
www.cordiantdigitaltrust.com
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IOEEAPSKFDKFEFA
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