Good afternoon, everybody. We're just waiting to make sure everybody is settled in to the webinar for ten seconds. So good afternoon, and welcome to the Digital 9 Infrastructure plc Webinar. This is a follow-up to the company's strategic review, RNS, that we published on the twenty-ninth of January. We very much appreciate your attendance and time today, and the detailed questions that have been provided in advance by a number of shareholders. My name is Charlotte Valeur. I'm the independent interim chair of the company and chair of the Risk Committee. I'm joined by all four of my colleagues on the board: Gailina Liew, Senior Independent Director and Chair of the Nominations Committee; Aaron Le Cornu, Chair of the Audit Committee; Richard Boléat, Chair of the Valuation Committee; and Brett Miller, Chair of the Management Engagement Committee. As you are aware by now, the conclusion of the strategic review was announced on the twenty-ninth of January, and following careful consideration of the options available to the company and the feedback received from a large number of shareholders, the D9 board has determined that it's in the best interest of shareholders as a whole to put forward a proposal for managed wind down of the company. We currently expect to publish a circular containing further details of and seeking shareholder approval for the relevant changes to the company's investment policy by the end of February, with the associated Extraordinary General Meeting to then be scheduled for late March two thousand and twenty-four. This would be the earliest date the meeting could be held under the company's constitutional documents and Jersey company law. So if notice of the meeting is given by the end of February, as is currently the aim to be, that is the earliest date. We are deeply dissatisfied by the difficulties faced by the company, which have translated into a very unsatisfactory share price performance. Our total focus as a board is now to maximize the value that can be achieved for shareholders through the managed wind down process, should the shareholders approve it. As you will, of course, all know, there have been some recent changes to the board, with the addition of two highly experienced independent directors with relevant experience to support the company in implementing the managed wind down. So I will now go over to a Q&A and talk a bit about that. We received 84 questions from 18 investors and equity research analysts covering a number of topics. Up to the very minute of this webinar, we received more that we haven't been able to include. We apologize for that, but we were too close to the webinar to do that. In order to address all the questions comprehensively, we've grouped the questions into five themes: the announced managed wind down, Arqiva, valuation of D9 assets, relationship with the investment manager, and general board matters. Please be assured that we have not deliberately edited out the multiple questions, and that we will answer each question received as fully as we can, but noting that some questions couldn't be answered as they're commercially sensitive with respect to D9 or the underlying portfolio companies. Some questions specifically related to the performance of the company's underlying investments. They will be further addressed in a trading update, which is intended to be released by the end of February by Triple Point. We hope you will find this webinar helpful, but if you would like to follow up on certain topics or have additional questions, please email the chair at d9board.com, and we will attend to them accordingly. I would like to stress that the information and opinions expressed by us today, including any forward-looking statements, do not purport to be comprehensive. They are provided as of the date of this webinar and are subject to change without notice. Neither the company nor any other person is under any obligation to update or keep current this information. No part of this webinar, nor the fact of its subsequent publication, should form the basis of or be relied on in connection with any contract or commitment or investment decision whatsoever. This webinar contains certain forward-looking statements regarding the belief or current expectations of the company and members of the board of the company about the company's financial condition, its results of operations and business. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the company and are difficult to predict, that may cause the actual results, performance or achievements or developments of the company or the industries in which it operates to differ materially from any future results or performance achievements or developments expressed or implied from the forward-looking statements. Firstly, for context, I would like to give a quick overview of the process and options that the D9 board looked at during the strategic review, leading to the managed wind down proposal announced last week. We are having a slide with very small letters on the screen right now, but that basically gives you an overview of the strategic review process. So we have now concluded the process, and a part of the process, we performed an extensive and in-depth analysis of the available options for the group of and each asset. The board has worked for over two months with its financial and legal advisors, considering all options. We ensured that new directors were on the board in time to also be a significant part of the strategic review. During the strategic review period, the board collected feedback from a large number of shareholders, while our lead financial advisors had conversations with institutional investors to assess potential interest in each of the assets.... After very careful consideration, the board has determined a managed wind down would be in the best interest of the shareholders. So instead of going through all the details on this page, I will now focus on specific questions raised by you for the remainder of the webinar. So we received a couple of questions regarding the options considered by the board during the strategic review. For example, whether the board considered setting up a mechanism for shareholders with growth objectives to buy out those with value objectives, or a merger of D9 with another company or investment trust. The board looked at all various options possible and in front of us with its advisors as part of the strategic review, and decided that the proposed managed wind down was most likely to lead to the best outcome for shareholders. I will now address questions received relating to the managed wind down, including the overall timing and process for the managed wind down, the sequencing of asset sales, the distribution of D9 shareholders, the current status of the Verne Global transaction, and the earn-outs from the Verne transaction. We understand the shareholders would like greater clarity on how quickly any available proceeds will be returned, the net amount that might be realized, and the prioritization of returns of capital to shareholders versus addressing the VLN. In terms of the immediate next steps, the board has been working on the draft of the new investment policy statement. This requires FCA approval and also requires the consent of the lenders under the company's revolving credit facility, both of which have already been sought. We expect to publish a circular before the end of February or as soon as possible thereafter, once the necessary consents have been received. D9 will remain listed and tradable during the managed wind down. The company will stop any new investments, but could still deploy capital to existing investments if required to maximize or protect shareholder value. D9 board is already working with external advisors to prepare the sale process for the wholly owned assets in anticipation of a positive shareholder vote in favor of the managed wind down. Those assets are Aqua Comms, EMIC-1, Elio Networks, and SeaEdge UK1. We haven't gone to the stage where we are seeking actual bids because we need the shareholders' consent before we can move to that stage. Once the investment policy change has been approved by shareholders, we will endeavor to execute the sale process as quickly as possible, but in such a manner that seeks to maximize value for D9 shareholders. There will be timing constraints in relation to the sale of certain assets, where regulatory and lender consent and other consents are required. At this stage, we can't give any estimated transaction values versus carrying values for the wholly owned assets, as we have not yet, as I just mentioned, carried out any price discovery and can't meaningfully do so until the upcoming Extraordinary General Meeting to seek to seek shareholder approval has been held. We have been asked a couple of questions of other related aspects in respect of these assets. So regarding whether we would consider selling assets as a package, in response to this, we will consider all options that will maximize value for shareholders. Regarding performance at the asset level and recent changes among the senior management at the operating companies, this is going to be covered in detail in the upcoming trading statements. Regarding Arqiva, the board's current position is that for commercial reasons, value maximization is likely to take longer to realize than the other assets of the company. We will come back to this shortly. Regarding shareholders' distributions, as it stands, the requirement of our RCF lenders is that they, they need to be repaid in priority to any shareholder distribution. Thus, the net proceeds from the sale of Verne will be fully deployed in repayment of the RCF, and the first proceeds from the sale of wholly owned assets will be dedicated to the repayment of the RCF. Once the RCF has been fully repaid and subject to the usual solvency requirements of any company, the board will consider the allocation of any remaining proceeds as between returns of capital to shareholders and the repayment of the company's indebtedness to the Arqiva vendors, which are characterized in the form of a vendor loan note, essentially a debt instrument, which we refer to as a VLN. We received questions regarding future dividend policy. Given the foregoing, no further dividend distributions are planned in respect of the year ended thirty-first of December 2023, and none are foreseen. There is no intention to reintroduce a normal course dividend policy at the moment. To the extent possible, it is intended that any cash distributions to shareholders will take the form of returns of capital, potentially in the form of share redemptions. Any capital return form and pricing will be determined by legal and tax requirement to ensure we get the optimal outcome for that. Regarding the Verne sale to Ardian, the sale concluded our competitive process, which involved multiple interested parties. The transaction with Ardian was the best available to the board at the end of the process in terms of price, being for all of the business and speed of execution, and in response to the company's need to de-leverage balance sheet. As announced last week, the Verne Global sale is progressing towards completion, with all required approvals expected to be received by the end of Q1 2024. The unconditional Finnish merger control clearance from the Finnish Competition and Consumer Authority has been received. All other completion work streams, including those related to financing, are being advanced and on track within the expected timeline. The Verne Global sale is conditional on certain conditions, as highlighted in our announcement of the Verne sale on the 27th of November, 2023. Regarding the deferred consideration payment of $25 million, the new power agreement is being progressed and on track with the expected timeline. Following recent volcanic events in Iceland, no disruption to the sale of Verne is expected because the Verne Icelandic campus is located in an area that is not seismically active. Even if the current activity were to increase, it is located in an area that is highly unlikely to have any impact on our operations. Funding of Verne Global capital expenditure is still required whilst Verne remains in the company's ownership. D9 is not liable for any CapEx in Verne between now and closing, and never was liable to pay the CapEx in Verne. Verne will continue to fund its own CapEx, including some contractual commitments from its own cash sources, but only Verne is liable for this, not D9. On CapEx, we also received the following questions: What are the expected cash adjustments for capital expenditure or working capital upon closing of the Verne Global deal? The Verne Global deal is based on a lock box date as of thirty-first of September 2022. Between the date and completion, Verne has the obligation to operate as a going concern in the ordinary and usual course of business, consistent with past practice. Adjustment will not be made for capital expenditure or working capital, but only for any leakage amount which may have been occurred. Leakage refers to items like dividends, bonus issues, shareholder loan repayments, et cetera. The only leakage incurred so far would be in relation to a shareholder loan repayment and some small transaction-related fees. We have received a specific question as to whether there were any discussions in December with RCF lenders about extending the maturity date, and therefore the date for repayment under the RCF to facilitate a new sales process. Lenders have made it clear to the board of D9 and TP that they wish to receive full repayment of the RCF as early as possible, and there are, of course, ongoing discussions with lenders, as one would expect in this situation. Regarding the earn-out agreed in respect of the Verne transaction, the terms of the sales agreement impose confidentiality obligations on the company, which prevent it from making public disclosures about the terms of the sale agreement without Ardian's consent. As announced last week, as part of its reporting of the results for the year ended 31st December 2023, the board has mandated an independent valuer to guide and support the directors' assessment of the fair value of its assets, including the Verne Global earn-out payment of up to $135 million. Shareholders and analysts should be aware that the computation of the ultimate value of the earn-out payment will not be known until early 2027. We received questions regarding risk of misalignment between Ardian and the company in relation to the operation of Verne during the earn-out period. There are market standard protections for D9 in the agreement to prevent the purchaser from trying to frustrate the earn-out, along with an obligation on the purchaser to continue to run the business in good faith in the ordinary course of business and in line with the business plan. The board's assessment of the position is that the interests of Ardian and the company are largely aligned in relation to the performance drivers, which will ultimately determine the achievements of any earn-out payments. I'll now address the detailed questions raised in relation to Arqiva and the VLN in the context of the managed wind down. The board is clear that the disposal of Arqiva will likely be more difficult than selling other assets within the D9 portfolio, and hence cannot provide a timeframe for selling its share in Arqiva at this stage. This is largely due to the commercial position of Arqiva, its significant balance sheet indebtedness, and the relative rights and interest of Arqiva's other shareholders. As a reminder, the company owns approximately 52% of Arqiva's equity, but only 48% of its voting rights, whilst the other major shareholders, including Macquarie, control the balance. In the meantime, D9 will continue to consider and be open to all options for its interest in Arqiva, which are value accretive to shareholders. The decision around next steps for Arqiva will be made following discussions with other Arqiva shareholders and the receipt of specialist advice from the industry and market advisors. Just to clarify, the decision to spurn a sales process is not related to the performance of the business. More details on this performance are going to be provided in the upcoming trading update. We have also been asked as to how the various options for Arqiva will affect the listing status of the trust once any wholly owned assets are eventually sold. The board may reconsider the listing status of the company following completion of the sales of the other assets, depending on the actions chosen for Arqiva, among other things, but we are not able to advise on this further at this time. It will have to be further down the line when we know better where we stand on Arqiva. Regarding the RCF debt gradually increasing... As a reminder, the company's interest in Arqiva was purchased in 2022 for approximately GBP 463 million, comprised of GBP 300 million cash consideration, with the remaining GBP 163 million being financed through a vendor loan note given by the Canadian Pension Plan Investment Board known as a VLN. The board has been asked if it could indicate how it may go about paying down the VLNs, given its needs in the first instance, to fully repay the amount outstanding under the RCF. Repayment of the VLNs may conceivably be achieved in a number of ways, including the use of the remaining proceeds from the sale of the wholly-owned assets, utilization of distributable liquidity at Arqiva itself, proceeds from the sale of the company's interest in Arqiva, or possibly by transferring the VLN obligations to a buyer of the company's stake in Arqiva, or some combination of what we've just been saying. Given that the company does not intend to commence a sales process for its interest in Arqiva in the short term, and without knowing the scale of the company's free cash after the disposal of the wholly-owned assets and the full repayment of the RCF lenders, it would be speculative to provide any meaningful guidance on this topic at this point. The board is well aware that there are differences among shareholders in how the use of any surplus disposal proceeds ex Arqiva should be deployed, with consideration needing to be given to the possibility of any returns being made to shareholders. These views will, of course, receive full consideration at the appropriate time. We were asked what was the initial strategy for the VLN at the time of D9 acquisition of its stake in Arqiva. It was originally intended that the VLN would be repaid prior to its expiration in 2029, either from proceeds coming from a potential sale of part of our shares in Arqiva or through cash flows from Arqiva itself in the form of distribution to Arqiva shareholders, which could commence in 2-3 years, depending on the execution of the company's business plan and market conditions. On Arqiva, we were also asked the maximum, minimum cash outflow on the inflation accretion swaps under the new cap collar arrangement. Further details will be covered in the upcoming trading update on that. On Arqiva, we were asked if Arqiva could sell the smart metering business. D9 owns 48% of Arqiva, as we mentioned earlier, so selling part of Arqiva's business would need to be agreed with other Arqiva shareholders. As announced at the start of January, the board has established a valuation committee, which Richard Boléat chairs. The valuation committee is composed of all D9 directors and is fully independent from Triple Point. The role of the valuation committee is to ensure that assets and liabilities on D9's balance sheet are appropriately valued under IFRS. As a reminder, the fair value of the company's assets and liabilities is based on the underlying operating company's valuation models, adjusted in accordance with the IPEV, or International Private Equity and Venture Capital valuation guidelines, where appropriate, complied with IFRS. For that purpose, the committee is focusing on modeling assumptions from the business plan submitted by the various controlled companies, with a view to ensuring that those assumptions are reasonable and realistic, given the circumstances of the underlying investment and the extent to which the business plans are dependent on forward-looking assumptions. The company is working with a leading independent valuation business to support the discharge of its functions. As soon as their report is received, the valuation committee will be making a recommendation to the board of D9 as to the adoption of such valuations or not. The intention of the board is to report to shareholders as soon as possible thereafter, setting out in as much detail as necessary, the basis on which valuations have been arrived at. Having said that, I want to be clearly understood by shareholders and analysts that the valuations determined on the foregoing basis should not be regarded as being necessarily indicative of the value that the company may be able to achieve in the disposal of its assets during the managed wind down process. This is because IFRS fair value methodologies assume a willing buyer, willing seller basis, and do not and cannot take account of the interest or opinions of individual parties to a potential transaction, such as accelerated disposal needs, competitive tensions, and the like. Further prospective buyers may take a very different view of underlying operating company modeling assumptions from those of operating company management. The only way in which such disposal valuation may be determined is in the price discovery process once assets are being marketed for sale, should shareholders vote for the wind down. Brett Miller has been appointed Chair of the Management Engagement Committee, which is the committee with direct responsibility for the company's service providers, including the investment manager. As announced last week, the board has indicated to the investment manager that subject to any required consents, it intends to issue a notice of termination for the investment management agreement, with the notice to be issued on the latest of thirty-first of March, twenty twenty-four, or the closing of the Verne transaction. As a reminder, the investment management agreement with Triple Point specifies that the IMA can be terminated by not less than 12 months prior with notice of termination, but such notice cannot expire before thirty-first of March, 2025. The company is actively working with Triple Point, and exploring whether we might agree revised commercial terms that would be in the best interest of the company and its shareholders in the context of the managed wind down. We have been asked if we can provide any color on what sort of terms are under consideration and whether any element of the Triple Point management team will be retained. The board is currently in active discussions with Triple Point, as I mentioned, and will communicate with the market as soon as there is an agreement or otherwise.... The board of D9 will communicate on a monthly basis going forward to update on the progress of the managed wind down. The trading update with a deep dive on all portfolio assets and recent performance will be published in the second half of February, with Triple Point available at that point to answer any investors' questions on the operating performance of the underlying operating companies. As mentioned, with the questions we've been asked, that belongs into the trading update, those will be addressed there as well. Before I conclude, we've received some questions regarding the board specifically, that I wanted to address here as Interim Chair of D9. Regarding the experience of the board to conduct the managed wind down, with the addition of Richard and Brett, who have specific successful previous experience to conduct managed wind down, my own experience in managed wind downs, of investment trust and complementary skill sets from Aaron and Gailina, we believe we're equipped to guide the company through the proposed managed wind down process in the form we are now. There were questions regarding giving some board members with wind down experience, executive responsibility to conduct the wind down. The board, in the context of its discussion with Triple Point, is looking at all options. There were questions whether some historic D9 directors had to resign as a result of the distressed share price. The board departures during 2023 and early 2024 were voluntary, and we cannot comment on the motivations of the individuals concerned. With regards to future communications, a trading update is expected to be published in the second half of February. This will contain an update on performance at portfolio companies, details on swaps and other cash flows, including CapEx. We received some questions on those topics, and they will be better addressed at the time of the trading update. The 31st of December 2023 annual results with new NAV will be published towards the end of April 2024. Once again, many, many thanks for attending today and for your engagement with us. If you do have further questions, then please do not hesitate to contact me via chair@d9board.com or via our joint brokers. This webinar has been recorded and will be available shortly on the D9 website. We recognize the value of increased communication for shareholders and will update the market every month on progress from here on. As noted earlier, we expect to publish a trading statement and a circular before the end of February. Thank you so much for being here. Much appreciated. That concludes the webinar.