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Shareholder Circular and Notice of General Meeting

20th Feb 2026 07:00

RNS Number : 7387T
Digital 9 Infrastructure PLC
20 February 2026
 

 

20 February 2026

 

DIGITAL 9 INFRASTRUCTURE PLC

 

("D9" or the "Company")

 

Publication of Shareholder Circular and Notice of General Meeting

 

Digital 9 Infrastructure plc announces that it has today published a shareholder circular (the "Circular") incorporating a Notice of General Meeting ("GM") in connection with the implementation of a Compulsory Redemption mechanism to facilitate future returns of cash to Shareholders as part of the Managed Wind-Down of the Company.

 

The Circular explains the specific changes required to implement the Company's proposed Compulsory Redemption mechanism, including:

 

·

the adoption of new Articles of Association (the "Revised Articles") to allow the Company to return cash by way of compulsory redemptions of Ordinary Shares by converting the existing Ordinary Shares into redeemable shares. Ordinary Shares will be compulsorily redeemed from all Shareholders pro rata to their existing holdings of Ordinary Shares on the relevant Redemption Record Date; and

 

·

the operation of the Compulsory Redemption mechanism, including how the relevant percentage of Ordinary Shares to be redeemed, the Redemption Price and timetable for any Compulsory Redemption will be set and notified.

 

The Circular also includes the Notice convening the GM at which Shareholder approval will be sought to adopt the Revised Articles.

 

Terms not otherwise defined in this announcement shall have the meanings given to them in the Circular.

 

The Circular has been posted or electronically distributed to Shareholders in accordance with the Company's established communication procedures, and is also available on the Company's website. Printed copies have been sent to those Shareholders who require physical communications, consistent with the Registrar's confirmed distribution process.

 

Background and Purpose

The proposed Compulsory Redemption mechanism provides a flexible and orderly framework to return cash to Shareholders as asset realisations are completed, while ensuring that the Company maintains sufficient working capital and solvency headroom at all times. The Directors may only authorise a Compulsory Redemption if they are satisfied on reasonable grounds that, immediately after such Compulsory Redemption is made, the Company would satisfy the statutory solvency test under Jersey law. The Company would satisfy the solvency test if the Company will be able to discharge its liabilities as they fall due a) immediately after the applicable Compulsory Redemption and b) for the twelve months following the relevant Redemption Date (or until the Company is dissolved if sooner).

 

The Compulsory Redemption mechanism reflects the Company's current corporate strategy and continues the progression of the Managed Wind-Down highlighted in prior Company updates. The Company intends to maintain its London Stock Exchange listing for as long as practicable during the Managed Wind‑Down, subject to continued compliance with the applicable UK Listing Rules, including maintaining an adequate free float.

 

Expected Timing of Compulsory Redemption

The first Compulsory Redemption is expected to take place in late April 2026, following completion of the Company's year‑end process, with the precise timetable confirmed in the Redemption Announcement.

 

As set out in the Circular, the Redemption Price for any Compulsory Redemption will be determined by the Board at the time of the Redemption Announcement and will be set at a small premium to the prevailing market price, and in any event will not exceed the NAV per Ordinary Share.

 

The Company will announce the detailed timetable for the first Compulsory Redemption as soon as reasonably practicable - including the Redemption Price, Redemption Record Date, Redemption Date, ISIN transition and payment date.

 

Each Compulsory Redemption will involve the disabling of the existing ISIN and the activation of a new ISIN for the remaining Ordinary Shares, with CREST processing the associated transformations automatically, as further described in the Circular.

 

Subject as provided in the Circular, redemptions effected under this mechanism should generally be treated as giving rise to a disposal for UK capital gains taxation for most UK Shareholders, subject to individual circumstances.

 

General Meeting

The GM will be held on 12 March 2026 at 9am at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Shareholders are encouraged to submit proxy votes ahead of the published proxy deadline, details of which are set out in the Circular and on the Company's website.

 

Availability of Documents

The Circular (incorporating the Notice of GM) and the Revised Articles are available to view on the Company's website at: www.d9infrastructure.com and will be submitted to the National Storage Mechanism for inspection shortly after publication.

 

Shareholders should refer to the Circular for important information on UK tax considerations relating to the Compulsory Redemption mechanism and are encouraged to seek independent tax advice.

 

ENDS.

 

 

 

 

 

 

Contacts

 

Digital 9 Infrastructure plc 

Eric Sanderson

via FTI Consulting

InfraRed Capital Partners Limited

James O'Halloran

Mohammed Zaheer

+44 (0) 207 484 1751

 

Panmure Liberum Limited (Financial Adviser to the Company)

Chris Clarke

Darren Vickers

+44 (0) 203 100 2222

J.P. Morgan Cazenove (Corporate Broker)

William Simmonds

 

+44 (0) 20 7742 4000

FTI Consulting

(Communications Adviser)

Mitch Barltrop

Maxime Lopes

[email protected]

+44 (0) 7807 296 032

+44 (0) 7890 896 777

 

LEI Code: 213800OQLX64UNS38U92

 

About Digital 9 Infrastructure plc

 

Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the London Stock Exchange and a constituent of the FTSE All-Share, with the ticker DGI9. The Company's investment objective is to undertake a Managed Wind-Down of the Company and realise all remaining assets in the Company's portfolio in an orderly manner. For more information, please visit www.d9infrastructure.com.

 

About InfraRed Capital Partners (Investment Manager to D9 appointed to effect the Managed Wind-Down)

 

InfraRed was appointed in an advisory position on 11 October 2024 and AIFM on 11 December 2024 to effect the Managed Wind-Down of D9.

 

InfraRed manages US$13bn of equity capital for investors around the globe, in listed and private funds across both core and value-add strategies. InfraRed combines a global reach, operating worldwide from offices in London, Madrid, New York, Sydney and Seoul, with deep sector expertise from a team of more than 160 people. InfraRed is part of SLC Management, the institutional alternatives and traditional asset management business of Sun Life, and benefits from its scale and global platform.

 

Further details can be found on InfraRed's website www.ircp.com.

 

 

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