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D9 Investor Presentation 2022 02 02 1 1
D9 Investor Presentation 2022 02 02 1 1
D9 Investor Presentation 2022 02 02 1 1
February 2022
Agenda and Presentation Team
Placing summary 3
THOR JOHNSEN
Head of Digital Infrastructure
Thor is the Fund Manager for D9. He has over 15 years’ experience in infrastructure investment
Highlights and Timeline 4 and over 22 years in M&A, deploying over $3 billion, including as head of infrastructure investment
for Arcapita Bank across Europe. He has been responsible for managing digital infrastructure
portfolios for 7 years, covering subsea fibre, wireless 5G networks and data centres.
Investment Strategy 5
Company Overview 8
ANDRE KARIHALOO
Investment Director
Outlook 15
Andre is an Investment Director at D9. He has over 15 years’ experience in financial services,
starting in investment management at HSBC. In digital infrastructure, he has invested over
$700 million into projects and businesses and advised on over $4 billion of transactions.
Appendix 25
2
Digital 9 Infrastructure Plc Overview
Pure play exposure to a critical and growing £400 billion asset class: Digital Infrastructure, listed on the LSE with ticker DGI9
Platform-driven approach already being proved in subsea fibre and green data centres, with expansion and capital deployment
Portfolio revenue is contracted on average for over 7 years with 85% inflation indexation
Unique purpose driven approach, aligned to UN Sustainable Development Goal 9: improving connectivity and decarbonisation
In depth relationships across the FAANGs and global telecoms companies, driving further D9 portfolio synergies
Annualised total shareholder return of 23.1% in 20211, with a target 10% total NAV return and 6p dividend
1 Source: Thomson Reuters Eikon, total annualised shareholder return for the period from IPO, 31 March 2021, to 31 December 2021 assuming an initial acquisition price of 100p per share and reinvestment of dividends 3
D9 Timeline
£845m raised, £693m deployed3, £500m pipeline
£500m
£50m2 £69m near-term pipeline
£300m £175m Investment into EMIC-1, 1.5p per share 1.5p per share Follow-on investment in (<6 months), part of a
Investment Trust IPO on Placing and retail a new subsea fibre system Dividend for Dividend for Verne Global to fund the £95m pipeline of c.£1.8 billion
London Stock Exchange offer at 105p between Europe, the Middle- IPO to 06/2021 07 to 09/2021 expansion of capacity by Placing offer at of opportunities across
(“DGI9”) per share East and India declared declared 20.7 MW 108p per share multiple sectors
(31 March 2021) (10 June 2021) (28 July 2021) (September 2021) (December 2021) (10 January 2022) (25 January 2021) and geographies
Aqua Comms cable landing Verne Global SeaEdge UK1 Tetra Ireland
1 $215m enterprise value on a debt free cash free basis, £170m total investment once adjusted for cash
2 Initial committed investment of £22m with opportunities to deploy a further £28m over 3 years
3 Includes all investment, committed capital, expenses and dividends
4
Investment Strategy Critical infrastructure for our connected world, with long-term, contracted, inflation-linked income
1 Google Infrastructure 2 TeleGeography – Bandwidth Demand in a Pandemic 3 Gartner – Big Clouds Ahead 4 Data Gravity Index 2020 5 FTTH Council Europe – Panorama (2020) 6 Gigabit-broadband in the UK: Government 7 Statista – Daily time spent online by device 8 GSMA – The Mobile Economy 2020 5
ESG is core to D9
E S
G Aqua Comms is supporting NYU research into the carbon efficiency of subsea
cables and maximising the environmental sustainability of digital infrastructure
Our purpose is at the heart of our investment strategy, which we Aqua Comms has partnered with the UN’s Taskforce on SMaRT Submarine
have aligned around the UN’s Sustainable Development Goal 9: Cables to encourage the use of cables for seismic monitoring
• Increase connectivity to the internet and reducing the Aqua Comms is applying to become a member of the World Ocean Council
digital divide
• Environmentally sustainable investment, including
decarbonisation of digital infrastructure
100% renewable power supply from hydroelectric (70%) and geothermal (30%)
D9 has identified and improved on several key issues, including:
The facility has a PUE of 1.18, ranking it one of the most energy efficient in
• Human rights throughout the supply chain
Europe
• Collecting emissions at landing stations
• Working with key suppliers on all relevant metrics Initiatives and designs utilise natural cooling, thereby reducing overall power
• Increasing provision of renewables at landing stations requirement - a geographical advantage
6
Portfolio locations Asset Investment 4:
Data Centre
Asset Investment 3:
Data Centre
Asset: SeaEdge UK1
Investment: £15m
Location: UK
AEC-2 IPO pipeline asset?: Yes
AEC-31
# Asset
Operating Length
system
Fibre
Fibre
Pairs
expected data
transmission Landing points 20,000km 100% >90%
since (km)
Pairs owned capacity per
revenues from
(“FPs”) FP (Tbps) of subsea fibre availability since
customers with
1 AEC-1 2016 5,521 6 6 20 USA, Ireland systems2 launch1
AEC-2 revenues > $1bn
Developed in
USA, Ireland,
2 AEC-2 2020 7,650 8 1 20 partnership with:
Denmark
95% of revenues from Tech and Global Carriers
3 CC-1 2012 135 72 72 30 Ireland, UK
1 AEC-1 as at 31 July 2021; 2Including AEC-3 cable system; 3 RFS date expected by the end of Q1 2022 8
Asset investment 2: EMIC-1
Extending D9’s network to Asia, connecting 3 billion people
Overview
30,000km+ 3 • In July 2021 D9 entered into definitive agreements to deploy
continents connected by D9’s £50 million into the development of a new intercontinental fibre
subsea and terrestrial fibre
fibre network portfolio system, alongside a leading global content provider
owned by D9 following
following completion of
completion of EMIC-1 • The new system is an innovative, carrier-neutral network platform
EMIC-1
between Europe, the Middle-East and India comprising subsea and
terrestrial fibre assets which will connect key locations in these regions
3 billion 624m
people connected to the Internet users in India, 2nd
internet through EMIC-1 and largest global market, double
2Africa Pearls the size of the US market3,4
8,000
7,000
6,000 EMIC-1
(2009=100)
1 Initial committed investment of £22m with opportunities to deploy a further £28m over 3 years 4 Source: DataReportal – Digital 2021 The United States of America
2 Source: TeleGeography 5 Source: GSMA – The Mobile Economy Asia Pacific 2020 9
3 Source: DataReportal – Global 2021 India
Asset investment 3:
Shifting energy-intensive data processing to areas of abundant green energy
Overview
£231m investment into an operational data centre platform located in
Iceland specialising in high performance computing (HPC), one of the
fastest growing subsectors in data centres, with growth rate of 12% p.a.1
The data centre platform’s primary asset is a 40 acre former NATO site,
powered by 100% renewable baseload electricity
D9’s existing regional and international network developments through
Aqua Comms further enhance Verne’s access to global customers
Delivering on D9’s purpose-driven strategy through alignment to
UN SDG 9 through the decarbonisation of digital infrastructure
Other
IT & Cloud 5%
1Source: 10
Hyperion Research – Market Update Briefing SC21 2As at July 2021;
Asset investment 3:
11
1 24.0MW built by Dec-21, with an additional 20.7MW currently in development
Asset investment 3:
Follow-on investment of $93m to fund expansion during 2022
$93m investment in Verne Global over the next 12 months to fund the
expansion of capacity by a further 20.7 MW
Expansion includes completion of a new 8.2 MW data hall and a further
12.5 MW of repurposed capacity to meet enterprise customer demand
Building to 40MW out of a possible 100MW on this campus, to meet faster
than expected growth in contracted demand
50
40 40 40
40
32
24 30
1 Recent addition generating $2.24m EBITDA per MW. This does not include existing facilities. 12
Asset investment 4: SeaEdge UK1
Northern England hub connecting America and the Nordics
Overview Aqua Comms cable North Sea Connect landing in SeaEdge UK1
£15m investment into an operational data centre located in Newcastle on
the UK’s largest data centre campus
Leased to and operated by Stellium Data Centres, via a 25-year lease, with
over 24 years remaining, benefiting from annual inflation indexing
10.6MW of installed capacity
The UK's only data centre that lands 2 subsea cables:
• North Sea Connect, part of the North Atlantic Loop subsea network with
AEC-1 and AEC-2, both owned and operated by D9’s Aqua Comms
• NO-UK subsea cable, operated by D9’s Aqua Comms
Delivering on D9’s alignment to the UN SDG 9 by improving connectivity
globally - in this case, to the North East of England
NO:UK Operated by
Aqua Comms
13
Portfolio: Contract terms and inflation linkage
Recurring Revenue
by Contract Length SeaEdge UK1
100% 100% 100%
Recurring Revenue
by Indexation
SeaEdge UK1
Index
85% linked -
97%
Index
linked -
Of contracted recurring Other - 45%
revenues are inflation 55%
linked Index
linked -
Other -
100%
3%
* For the purposes of this analysis we have excluded short-term contracts with terms of less than 3 years 14
Asset investment 5: TETRA Ireland
Exclusive, long-standing operator of public safety wireless communication networks in Ireland
Overview
Conditional agreement to acquire a majority (56%) stake in TETRA Ireland for ~600
approximately €76m, the exclusive operator of public safety wireless
sites across
communication networks in Ireland since 2006
Ireland
Long-term, inflation-linked pricing agreement with the RoI Government
Network offers >98% geographical coverage across the ROI with 99.97% network
uptime and 24/7 customer care
Opportunity to improve future service by coupling best of breed broadband
together with the high reliability of the Tetra service 24k
97% of revenue from Irish Government public bodies, with customer base
comprising c. 70 government agencies and 24,000 active subscribers principally Active
subscribers
across emergency services, local government and public services
Tetra is D9’s first investment in its target wireless subsector and the opportunity
is in line with the Company’s focus on UN Sustainable Development Goal 9
Charity 2%
Enterprise 1%
Asset overview
Mission-critical wireless infrastructure providing 99%+ population coverage
Fast growing, yielding IOT platform serving the utilities sector, opportunity
to expand into other B2B
Strong visibility of future revenues and high cash generation through long-
term (>10 years), inflation-linked contracts with blue chip customers
1 This
is included for illustrative purposes. There is no guarantee that an agreement will be entered into in
16
respect of this opportunity
Indicative Portfolio: Combining the existing portfolio with new opportunities
Recurring Revenue
by Contract Length Immediate Pipeline1
D9 Indicative Portfolio2 100% 100%
100%
Recurring Revenue
Immediate Pipeline
by Indexation D9 Indicative Portfolio
81%
Index
83%
Linked
83% Index
Linked
100%
Of contracted revenues
Index 19% Other
are inflation linked 17% linked
contracts across the Other
indicative portfolio
* For the purposes of this analysis we have excluded short-term contracts with terms of less than 3 years (1) Proforma for the immediate pipeline (2) D9 has agreed to acquire a 56% stake in Tetra Ireland. The Company may have the opportunity to increase the acquisition up to 100% and this slides assumes
100% ownership. This slide contains illustrations assuming (and taking into account on an illustrative basis only) the successful acquisition of Tetra Ireland and immediate pipeline opportunities. No guarantees can be placed on the successful completion of these assets. 17
Indicative portfolio including opportunities in immediate pipeline
D9 pro forma GAV by sector1 Implied acquisition multiple – proforma for leverage and platform growth
Subsea
Data centre 26%
30%
EUR
23%
GBP USD
40% 36%
Benefit of leverage
ISK D9 pro forma Adding leverage Levered Investing in 40MW DC
& platform to
1% avg. multiple multiple platform expansion
EBITDA
40MW Verne
£300m debt expansion
deployed
@11.2x
Immediate
pipeline
Tetra Ireland
Cashflow as at 30 Jun 21 SeaEdge UK1 Tetra Ireland Immediate pipeline £300m debt deployment 40MW Verne expansion Total
This slide is illustrative only and shows potential routes to the generation of value in the future. This is not a profit forecast or a target return to shareholders. No undue reliance should be placed on this slide. There is no guarantee that any of the
potential events set out in this slide will happen, or that they will generate the additional cash flow as set out in this slide. Platform expansion takes into account management calculations and estimations of EBITDA per MW across all of Verne's
facilities, and not just the additional 40MW. Jun-21 Cashflow adjusted for the impact of £200m equity raise @ 108p and £275m equity raise @ 107.5p. Debt deployment assumes a £300m RCF is in place generating EBITDA at our average pro forma
fund multiple of 11.2x (which is a pro forma metric assuming immediate pipeline is acquired), less interest costs. Verne expansion assumes 40MW is constructed at the existing Verne Global site, adjusted for the impact of $100m equity raise to 19
fund capex and 60% leverage.
Portfolio: Illustrative valuation using comparable multiples
EBITDA multiples Illustrative D9 NAV, reaching 150p if using a comparable market multiples methodology
Subsea Fibre
50x
Verne Global
40x @ Green Mountain
multiple
30x
23.1x
20x
11.6x
10x
0x
Aqua Comms GCX (legacy Aqua Comms
(modern cables) cables) @ GCX
multiple
EBITDA multiples
Data Centres
50x
38.4x
40x
30x
20.1x
20x
1 This chart illustrates D9’s latest published NAV of 103.34p as at 30 June 2021. This chart is a hypothetical exercise undertaken by the investment manager, where Aqua Comms and Verne are revalued, for illustrative purposes only, by using the multiples from recent transactions in comparable
sectors (as set out in the two charts on the left of this page) to the most recently declared EBITDA numbers. This chart is illustrative only and is based on EBITDA multiples paid for Global Cloud Xchange (in relation to Aqua Comms) and Green Mountain (in relation to Verne). Lower multiples have also
been paid for businesses in similar sectors in recent transactions. This graph provides an illustration of the potential positive impact on D9's NAV of these higher multiples and is based on models and assumptions prepared by the investment manager, noting that D9’s actual NAV valuation
methodology is based on audited discount cash flows analysis and multiples are only used as a sense check. D9's NAV, as published, will therefore not reflect these numbers, and there is no guarantee that the assets could be sold for similar multiples. The information contained in this slide is 20
illustrative only and is not a profit forecast. There is no guarantee that any such valuations can or will be achieved. No undue reliance should be placed on these graphs.
Pipeline: People, Purpose, Platform
Not in an
No. of Not in an
Near term £’m %
assets
auction process
Wider term £’m %
No. of
auction process
£’m Europe assets
£’m
Data centre 80 16% 3 10 & UK
Data centre 322 24% 4 276
Subsea fibre 28 6% 1 28
Subsea fibre2 664 50% 3 364
Terrestrial - - - -
Terrestrial 355 26% 2 50
Wireless 392 78% 3 286
Wireless - 0% 0 -
Total 500 100% 7 324
Total 1,341 100% 9 690
SeaEdge UK1
North
America
EMIC-1
APAC,
Middle
East
& Africa
Note: there are no legally binding agreements in place concerning the acquisition of the investments identified with the pipeline of investment opportunities and there can be 2 One subsea fibre deal includes terrestrial fibre component
no guarantee that any such agreements will be entered into or that the Company will acquire all or any of the pipeline investments referred to in this presentation 21
Key terms
The Company Digital 9 Infrastructure plc (Ticker: DGI9) Target dividend 6p per share p.a. payable in year 1, equivalent to 4.5 pence per share for
the nine month period from IPO to 31 December 2021. 3.0p per share
declared and paid during 2021 relating to the period from IPO to 30
Structure Jersey-incorporated and UK tax-domiciled Investment Trust
September 2021
Issue Targeting £200m Gross Proceeds raised via a placing of new ordinary The new Ordinary Shares issued under the Placing will rank pari passu
shares with existing Ordinary Shares, including the right to receive dividends
and distributions declared after admission of the new Ordinary Shares. In
Market Specialist Fund Segment of the Main Market of the LSE particular, the new Ordinary Shares will have the right to receive the
dividend in respect of Q4 2021, expected to be in the order of 1.5p per
Market Capitalisation £877.1 million1 share
Target total return 10% target NAV total return (net) on Issue Price
Manager/AIFM Triple Point Investment Management LLP
Valuation The valuation is driven by the fair value of the Company’s investments in
Digital Infrastructure assets calculated in accordance with IPEV
Investment Policy Investing solely in key resilient digital infrastructure assets (International Private Equity and Venture Capital) valuation guidelines
where appropriate to comply with IAS 39
Providing key infrastructure for global data transfer and storage
Valuation of Initial Assets and future pipeline assets to be independently
Long-term contracts underpinned by high-quality counterparties
verified when acquired from development partner
Management Fee 1.0% of NAV up to £500m Discount control and If the Ordinary Shares trade at an average discount of 10%+ over any
continuation vote given six-month period, it will be the Board's intention to use
0.9% of NAV between £500m - £1bn uncommitted cash to undertake share buybacks
0.8% of NAV on £1bn+ A continuation vote will be proposed at the AGM in 2026 and each fifth
AGM thereafter
No performance fees or any other ongoing fees
Governance An independent board of directors; compliant with the AIC Corporate
Gearing No structural gearing at D9 level (although may utilise short-term RCF Governance Code
for acquisition purposes)
The dividend and return targets stated above are Sterling denominated returns targets only and not a profit forecast. There
Gearing at the investee company level - only at a prudent level, can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected
appropriate for the investee company and specific sub-sector 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.
1 Figures as at 1 February 2022
22
Digital 9 Infrastructure Plc Overview
Pure play exposure to a critical and growing £400 billion asset class: Digital Infrastructure, listed on the LSE with ticker DGI9
Platform-driven approach already being proved in subsea fibre and green data centres, with expansion and capital deployment
Portfolio revenue is contracted on average for over 7 years with 85% inflation indexation
Unique purpose driven approach, aligned to UN Sustainable Development Goal 9: improving connectivity and decarbonisation
In depth relationships across the FAANGs and global telecoms companies, driving further D9 portfolio synergies
Annualised total shareholder return of 23.1% in 20211, with a target 10% total NAV return and 6p dividend
1 Source: Thomson Reuters Eikon, total annualised shareholder return for the period from IPO, 31 March 2021, to 31 December 2021 assuming an initial acquisition price of 100p per share and reinvestment of dividends 23
Appendix
24
Investment Manager: Triple Point Investment Management LLP
D9 is compliant with and D9 applies an additional Triple Point is compliant Aqua Comms is supporting NYU
discloses in line with the review of the climate risk with and discloses in line research into the carbon
EU’s Sustainable Financial exposure of investments, with the EU Taxonomy efficiency of subsea cables and
Disclosure Regulation aligning to the TCFD’s Article 8, which guides our maximising the environmental
(SFDR) Article 8, which is framework of integration of ESG and sustainability of digital
publicly available on our Governance, Strategy, account of sustainability infrastructure
website Risk Management and within all our investments
Metrics and Targets
26
Global Leading Expertise in Digital Infrastructure
Alan Harper
Board of Directors 12 years at Vodafone Plc including as Group Strategy Director, led c.$200bn
of acquisitions. Co-founded/CEO Eaton Towers, a leading tower company,
Jack Waters – Independent Chairman acquired by American Tower for c.$1.9bn in 2019.
Former COO of Zayo Group Holdings Inc, NYSE listed, $14bn acquisition
Ed McCormack
in 2020 by EQT and Digital Colony.
During his tenure Zayo owned c.13million miles of fibre and 45 data 8 years at FLAG Telecom including as CEO, led the development of
centres in the US and Europe. Jack led the operations of the Group and c.52,000km global portfolio of sub-sea fibre. Currently also a senior
had a key role in the growth by acquisition strategy. adviser to Ciena, a telecoms equipment supplier with market
capitalisation of over $8bn.
Steve Andrews
27
Board of Directors
Lisa Harrington
Lisa Harrington is a tech executive and has spent 25 years growing and transforming business across a range of sectors including telecommunications, technology and utilities, advising companies such as
Hyperoptic Limited. Joining British Telecom ("BT") in 2007, Lisa spent 10 years in a range of leadership positions with her final role being Chief Customer Officer BT Group, reporting to the CEO. Lisa is
currently a Non-Executive Director of Post Office Limited, and has previously held non-executive posts on the boards of Southern Water and West London NHS Mental Trust. She started her career at
Accenture in Ireland and the UK and, more recently, was managing director Tech Learning Division of QA Limited, one of the biggest tech and cyber skills providers in the UK
Charlotte Valeur
Charlotte Valeur has over 35 years’ experience in finance, primarily in Denmark and the UK. Charlotte’s previous non-executive roles include Chairing Kennedy Wilson Europe Real Estate Plc (FTSE 250) and
DW Catalyst Fund Ltd, and Non-executive Director on the boards of 3i Infrastructure Plc (FTSE 250), NTR Plc, Renewable Energy Generation Limited and JPMorgan Convertibles Income Fund Ltd. She is
currently Chair of Blackstone/GSO Loan Financing Ltd, a Non-executive Director of Laing O’Rourke plc and a member of the Primary Markets Group of the London Stock Exchange.
Monique O’Keefe
Monique O’Keefe has over 25 years’ experience in finance and law. She is currently a Non-executive Director on two listed boards, Foresight Solar Fund Limited (FTSE 250) and Phoenix Spree Deutschland
Limited, as well as a select number of private funds. She also sits on the Board of Commissioners at the Jersey Financial Services Commission and is the co-founder of investment consultancy business, Kairos
Wealth Limited. Prior to this, Monique was at Merrill Lynch and Goldman Sachs in London and New York working in structured finance, and previously a structured finance lawyer at Clifford Chance in London.
28
Disclaimer
THIS DOCUMENT IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION IN CONNECTION WITH THE PROPOSED ADMISSION OF NEW ORDINARY SHARES IN THE SHARE CAPITAL OF DIGITAL 9 INFRASTRUCTURE PLC (“D9") ON THE SPECIALIST FUND SEGMENT
OF THE MAIN MARKET OF THE LONDON STOCK EXCHANGE. THIS DOCUMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR 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
Important information
This document is issued by Triple Point Investment Management LLP ("TPIM") in relation to the proposed placing by Digital 9 Infrastructure plc ("D9") pursuant to D9's placing programme (the details of which are set out in its prospectus dated 8 March 2021 as supplemented by a supplementary
prospectus dated 21 September 2021 the “Prospectus”). This document is for the confidential use of only those persons to whom it is distributed and is not to be reproduced, distributed or used for any other purpose. By accepting delivery of this document, each recipient agrees to treat this
document as strictly confidential and not to reproduce, distribute or otherwise use this document or any of its contents without the prior written consent of TPIM.
This document is an advertisement and does not constitute a prospectus or offering memorandum or invitation or offer to any person to subscribe for or acquire any securities and should not form the basis for any decision and should not be considered as a recommendation that any person
should subscribe for or purchase any securities. Investors should only subscribe for or purchase securities on the basis of information contained in the Prospectus and publicly available information, taken together with the RNS announcement issued by the Company on 13 January 2022. This
document does not constitute a part of any such prospectus and recipients should not construe the contents of this document as financial, legal, accounting, tax or investment advice.
This document is for information and discussion purposes only. The information and opinions contained in this document are for background purposes only and do not purport to be full or complete. No reliance may be placed for any purpose on the information or opinions contained in this
document or their accuracy or completeness. This document contains information from third party sources.
All information contained herein is subject to updating, revision and/or amendment (although there shall be no obligation to do so). This document does not purport to be all inclusive, or to contain all the information that you may need and speaks only as of the date hereof. No representation is
made, assurance is given, or reliance may be placed, in any respect, that such information is correct and no responsibility is accepted by D9, TPIM or any of their respective officers, agents or advisers as to the accuracy, sufficiency or completeness of any of the information or opinions, or for any
errors, omissions or misstatements, negligent or otherwise, contained in or excluded from this document or for any direct, indirect or consequential loss or damage suffered or incurred by any person in connection with the information contained herein (except to the extent that such liability arises
out of fraud or fraudulent misrepresentation).
This document contains certain forward-looking statements. In some cases forward looking statements can be identified by the use of terms such as "believes", "estimates", "anticipates", "projects", "expects", "intends", "may", "will", "seeks" or "should" or variations thereof, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by
such forward-thinking statements. All written or oral forward-looking statements attributable to TPIM or D9 are qualified by this caution. Neither TPIM nor D9 undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or expectations.
No advice has been sought on any legal or taxation matters relating to the information set out in this document and recipients should seek their own legal, tax and financial advice in connection with the information contained herein. Nothing contained herein constitutes either an offer to sell or an
invitation to purchase any assets, shares or other securities or capital or to enter into any agreement or arrangement in relation to matters discussed in the document. Nothing herein should be taken as a recommendation to enter into any transaction.
This document is not for release, publication or distribution, directly or indirectly, in whole or in part in any jurisdiction where such release, publication or distribution would be unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on D9 or TPIM. In
particular, it should not be distributed or made available to persons with addresses in or who are resident in the United States of America ("United States"), Australia, Canada, the Republic of South Africa, New Zealand or Japan. Persons into whose possession this document comes must inform
themselves about, and observe, any such restrictions as any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction. None of D9, TPIM, Akur Limited ("Akur"), J.P. Morgan Securities plc (which conducts its UK investment banking activities as “J.P.
Morgan Cazenove") or any other person accepts liability to any person in relation thereto. The securities in D9 have not been nor will be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction
of the United States and such securities may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. D9 has not been and will not be registered under the U.S. Investment Company Act of 1940, as
amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.
This document has been prepared by TPIM for information purposes only and does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities in D9 in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on D9 or TPIM.
This document has not been approved (for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). This document is being issued to and 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 document 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 document is not intended to be, and must not be, distributed, passed on or disclosed, directly or indirectly, to any other class of person.
This document must is not being issued to or directed at any persons in any member state of the European Economic Area (“EEA”): (a) who are not "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation and "professional investors", as defined in the EU AIFM Directive;
and (b) (if they are domiciled, resident or have a registered office in the EEA), who are in a member state of the EEA in which the Company has not been appropriately registered or has not otherwise complied with the requirements under the EU AIFM Directive (as implemented in the relevant EEA
member state) necessary for the lawful marketing of shares in the Company. 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, and the “EU AIFM Directive” means 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.
It is a condition of you receiving this document that you fall within one of the categories of persons described above and by accepting this document you will be taken to have warranted, represented and undertaken to TPIM, D9, Akur and J.P. Morgan Cazenove that: (a) you fall within one of the
categories of persons described above, (b) you have read, agree to and will comply with the terms of this disclaimer (including, for the avoidance of doubt, agreeing to take all reasonable steps to preserve the confidentiality of the information contained in this document); and (c) you will conduct
your own analyses or other verification of the data set out in this document and will bear the responsibility for all or any costs incurred in doing so. Persons who do not fall within one of the categories of persons described above should not rely on this document nor take any action upon it, but
should return it immediately to TPIM
Akur, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser for D9 and TPIM and for no one else in relation to the arrangements referred to in this document. Akur will not regard any other person (whether or not a
recipient of this document) as its client in relation to the arrangements referred to in this document and will not be responsible to anyone other than D9 and TPIM for providing the protections afforded to its clients or for providing any advice in relation to the contents of this document or any
transaction or arrangement referred to in this document.
J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as global coordinator and sole bookrunner for D9 and TPIM and for no one else in
relation to the arrangements referred to in this document. J.P. Morgan Cazenove will not regard any other person (whether or not a recipient of this document) as its client in relation to the arrangements referred to in this document and will not be responsible to anyone other than D9 and TPIM for
providing the protections afforded to its clients or for providing any advice in relation to the contents of this document or any transaction or arrangement referred to in this document. 29