Investor Hub | Digital 9 Infrastructure Plc (2024)

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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY EUROPEAN ECONOMIC AREA ("EEA") JURISDICTION (OTHER THAN ANY EEA JURISDICTION WHERE THE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

The information and materials contained herein (the "Website Materials") do not constitute a prospectus and investors must subscribe for or purchase any shares referred to in the Website Materials only on the basis of information contained in the prospectus. Copies of the prospectus will, subject to any applicable law, be available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website.

Nothing in the Website Materials 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 the Website Materials 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 the Website Materials (including, without limitation, any illustrative modelling information contained herein), or its completeness

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 the Website Materials, it should consult its accountant, legal or professional adviser or financial adviser.

The Website Materials are exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The shares of Digital 9 Infrastructure Company plc (the "Company") have not been nor will they be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S of the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such an offer would constitute violation of the relevant laws or regulations of such jurisdiction. The Company will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and investors will not be entitled to the benefits of the Investment Company Act.

Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or to any resident or citizen of Australia, Canada, Japan or the Republic of South Africa. No offer and sale of the securities referred to herein and on the pages that follow has been or will be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.

In addition, the securities referred to herein and on the pages that follow may only be offered: (i) in the United Kingdom ("UK"), to the extent that the securities are permitted to be marketed in the UK pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/ (61/EU) ("AIFMD") as implemented in the UK by UK statutory instruments and by virtue of the European Union (Withdrawal) Act 2018, and in any EEA jurisdiction to the extent that such securities are permitted to be marketed into the relevant EEA jurisdiction pursuant to AIFMD (and/or any applicable local implementing measures); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a 'professional investor' (as that term is used in the AIFMD)).

Any person accessing the Website Materials in any other jurisdiction should inform themselves about and observe any applicable legal requirements in their jurisdiction.

Any person accessing the Website Materials should carefully review the Terms and Conditions of this website. By using the Website Materials, you indicate that you accept the Terms and Conditions and that you agree to abide by them. The Company may change the Terms and Conditions at any time. Such changes will be posted on this website. Your access to this website is governed by the version of the Terms and Conditions then in force. If you do not agree to the Terms and Conditions, please refrain from using this website.

The Website Materials 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 contained in the Website Materials or their 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 the Website Materials and no responsibility is accepted for any such information or opinions. The Website Materials are 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.

Each of Akur Limited (which is authorised and regulated in the UK by the Financial Conduct Authority) and and J.P. Morgan Cazenove (which is authorised and regulated in the UK by the Financial Conduct Authority and Prudential Regulation Authority) (together, the "Advisers"), are each acting exclusively for the Company and no-one else in connection with the matters referred to on this website and will not be responsible to anyone other than the Company for providing the protection afforded to their clients or for providing advice in relation to any matters referred to on this website. Apart from the responsibilities and liabilities, if any, which may be imposed on the Advisers by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, the Advisers do not accept any responsibility whatsoever for the contents of this website or for any statement made or purported to be made by them, or on their behalf, in connection with the Company. The Advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save for statutory liability) which they might otherwise have in respect of such material or any such statement.

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