Digital 9 sells Verne to Ardian and launches strategic review

Triple Point managed infrastructure fund shores up its finances with sale of data centre operator for up to £456m and announces a review that could see its other assets sold.

Digital 9 Infrastructure (DGI9 ) has sold its most valuable asset, data centre operator Verne Global, for up to $575m (£456m), and launched a strategic review that could see the Triple Point managed fund offload its remaining investments and begin to wind down less than three years after launch.

French private equity and infrastructure group Ardian won a competitive auction to buy DGI9’s majority stake in Verne, which has operations in Iceland, Finland and the UK and made £13.5m of profits in the year to 30 June. 

Ardian will pay $415m (£329m) in cash when the deal is expected to close in March next year with a further $25m (£20m) by 26 April, or slightly earlier if Verne enters into a new power agreement. 

A potential earn-out payment could bring in a further $135m (£107m) to DGI9 if Verne achieves unspecified financial targets in the 2026 calendar year.

The disposal will enable the heavily discounted investment trust to repay £300m of its £375m credit facility and stabilise its financial position. Concern over its high debts has been a factor in the shares halving this year to languish on a 60% discount to net asset value (NAV) and led its auditor to flag the ‘material uncertainty’ over the company at its half-year results in September.

However, there was disappointment that the £349m-£456m price tag was pitched at a 26% to 3.6% discount to Verne’s fair value of £473m in June.

The sale is contingent on regulatory approvals, the consent of Verne’s lenders and contains a clause protecting the buyer if the current volcanic activity in Iceland damages Verne.

‘Our best case for the sale of Verne Global was a price at or around the current valuation in the DGI9 NAV, but the maximum potential price represents a small discount to that valuation, and that wold not be received for serval yers, while there is also execution risk and the need to fund Verne Global until March 2024,’ said Adam Kelly, analyst at JPMorgan Cazenove, one of the investment’s trust’s financial advisers.

In an email to Citywire, Pietro Nicholls, manager of the RM Alternative Income fund and a shareholder in DGI9, said the sale price should ‘provide a degree of comfort to the market re valuations’. He pointed out DGI9’s market capitalisation was £372m, less than the £459m it paid for a 48% stake in Arqiva, the UK TV and radio infrastructure group in June 2022, an asset he believed could be the next to be put on the block by Goldman Sachs, the company’s lead financial adviser.

Nicholls added it was ‘telling’ that DGI9 chair Phil Jordan was looking to recruit someone with mergers and acquisitions experience to strengthen the board during its strategic review.

Jordan said the review will aim to maximise shareholder value and would include assessing the management arrangements with Triple Point. 

Jordan said: ‘The board has sought to maximise shareholder value from the company’s ownership and development of Verne Gobal and in doing so, help to strengthen D9’s financial position and cash resources. Having reached this milestone, the board will maintain oversight of D9’s portfolio and together with our advisers, engage with D9’s portfolio companies in conducting the strategic review.’

Aqua Ventures, the developer of subsea fibre operator Aqua Comms, one of DGI9’s portfolio companies, called for a strategic review in October in an open letter to Jordan.

 

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