Digital 9 Infrastructure PLC (DGI9) Earnings Call Transcript & Summary
May 7, 2025
Earnings Call Speaker Segments
Unknown Executive
executiveGood morning to everyone. Before we move into the presentation, I think I would just start by saying, we appreciate, it's been an incredibly difficult 12 months for both the company and the shareholders. This has been a really challenging mandate for InfraRed and the new Board in sort of picking up this situation. It required some really tough decisions and difficult messages to deliver to the market but we've not shied away from any of this. So since coming on board in October, we've been managing multiple critical priorities to deliver a realization plan for the fund. This has included rebuilding trust with our lender group, taking very difficult decisions on the valuations and the divestment processes and actively stepping into the portfolio company Board seats to help provide the management team with strategic direction following long periods of uncertainty with D9. As part of this plan, we performed a bottom-up assessment for each of the portfolio companies' business plan and valuations and this has led to a number of outcomes. Firstly, the difficult decision to sell Aqua Comms at the value and for the reasons that have previously been articulated. [Audio Gap] write-downs for the year ended 31st of December 2024 and the identification of a potential prior year adjustment with respect to a number of the 31st of December 2023 asset valuations, which is still in the process of being investigated. And finally, a sort of reprioritization of a number of other value realization and optimization initiatives, which we are [indiscernible]. So while we appreciate it's been a very turbulent year, we're optimistic that these decisions that we've taken, the difficult decisions we've taken provide a firmer foundation for the strategic wind down through the repayment of the RCF, followed by the return of capital to shareholders in due course. And while we're confident these decisions have been in the best interest of shareholders, this has clearly resulted in the continued uncertainty in the NAV, which is reflected in the current share price disconnect. So the purpose of today is really to give more transparency on the underlying drivers of the portfolio, including our largest asset, Arqiva. So now moving into the presentation. starting with Slide 3 and the key highlights. I'm not intending to cover this tile by tile because we cover a lot of this through the course of today's presentation. But a couple of things to highlight. So firstly, the new Board and management relationship is working really effectively. Board has got a strong and diverse experience set and we've got an aligned philosophy of improving both transparency and confidence in the NAV for shareholders. InfraRed created the realization plan through a strategic review and a comprehensive bottom-up valuation process and this was delivered to the Board in November. And the plan has really allowed InfraRed and the Board to balance the critical priorities I mentioned earlier. We've successfully agreed to divestments in EMIC and Aqua Comms as well as making good progress on the sale of SeaEdge. And really, the progress with these divestments since InfraRed's appointment have given the lenders the confidence to agree to the refinancing that happened earlier in the year. So moving on to the next slide on the realization plan update. I think everyone is aware that when we came into the role, the real first priority of the realization plan was to conclude the divestment of EMIC-1 and Aqua Comms. So InfraRed stepped into the late-stage M&A transaction during October and it's this point that we identified an alternative buyer for EMIC-1 and a faster solution for D9. And the alternative buyer was really essential for a number of reasons as we previously reported. The EMIC construction project was in a precarious state, D9 had limited government rights and this meant that there was a really narrow pool of buyers that were prepared to take the risk of acquiring this asset. A stable sale of Aqua Comms would have resulted in a long 12-month regulatory approval process and it would also have given D9 a lower price as buyers would be happy to take the risk on future sell-down of the asset. And it would have given RCF lenders material uncertainty on the refinancing of the facility. So under these circumstances, it was a reasonable outcome for D9. On Aqua Comms, this is subject to a 2-stage regulatory process, which is well underway and InfraRed continues to actively manage the business and drive the management team to optimize value as part of the closing mechanism with the buyer. Mark and I both sit on the Board and work hand-in-hand with the management team on a day-to-day basis with a key objective of returning the business to its core focus of the Atlantic network. And subject to regulatory clearances, we expect Aqua Comms to close towards the back end of 2025. On the right-hand side of the chart, we really recap the next steps for the remaining assets. SeaEdge, I've mentioned, sale is being progressed and we're expecting to realize the value ahead of the RCF expiry in June and all the outstanding rent has now been recovered. On Verne, a number of options are being evaluated from holding the term of the earn-out mechanism or negotiated settlement. There's a few points to sort of flag on Verne. The latest valuation has been adjusted down to reflect the sort of contractual mechanism of the earn-out, which is really tied to a pipeline of extendable projects that were set out in the vendor business plan. The earnout will only pay out if at least 80% of the target earnings are generated from this pipeline by 2026. And finally, the latest valuation, as I think people are aware, is not disclosed due to the ongoing commercial sensitivity. On Elio and Arqiva, Mark and Mike will take you through these in a bit further detail in the presentation but we see these as an opportunity for value enhancement for D9 through InfraRed's active management approach. So moving on to the next slide. So the progress on deleveraging. As you can see on the chart on the left, GBP 375 million on the balance on the RCF at the beginning of the year. The firm proceeds has allowed the repayment of GBP 321 million and GBP 53 million remains outstanding on the RCF today. The good news is the relationships with the banks are now really stabilized and this has been done through a combination of InfraRed's progress on the realization plan as well as our strong relationship with the banking group. On the back of this, the refi was agreed in March to the middle of June with 2 potential extension periods of 3 months, subject to future lender consent. And really, a refi that we achieved through the existing banks allowed us to avoid costs of at least GBP 13 million of alternative lender options of a refi. So to conclude on the deleveraging, we remain confident in repaying the facility ahead of the June expiry by the sale proceeds and CapEx savings on EMIC-1plus the sale of SeaEdge. I'll pass to Mark now to go through the financial overview.
Unknown Executive
executiveThanks, James. Moving on to Slide 7, the financial overview. So as you have already seen, final audited NAV for the year was GBP 297 million or 34.4p per share, which was marginally below the unaudited disclosure in February of GBP 302 million. This is being derived from a total portfolio value of GBP 331 million, which is down 22% from GBP 424 million in June. Whilst we acknowledge that this valuation has been disappointing for shareholders, from an InfraRed perspective, we see this as a critical part of our mandate to be transparent with the market and [indiscernible] NAV. But whilst it might not be welcome news, we see the 2024 NAV as a necessary step rather in rebasing portfolio valuations to reflect a more balanced market position and so we're confidently going forward. It's also worth noting that the NAV result is inherently more anchored to market data points with a material portion of the current NAV reflecting agreed divestments on Aqua Comms and EMIC, which are supported by signed transaction documents. Clearly, there are no doubt major variables yet to be confirmed that will impact this valuation in the future, particularly in respect to Arqiva, which could result in a wide range of outcomes for shareholders, as Mike will expand upon later in the presentation. But the current NAV represents our balanced assessment of fair value based on a fulsome valuation exercise taking into account the specifics for each portfolio company. And as such, while very significant losses have been recognized in NAV over the last year, we're of the view that period of price volatility should now have stabilized. In terms of signed and completed divestments as it stands, aggregate completed and signed divestments to date, which include Verne, of course, as well as Aqua Comms and EMIC, total GBP 419 million. We fully acknowledge that it's been frustrating for shareholders to see proceeds come in from the Verne transaction and go straight out to repay lenders. But as James has already mentioned, we should see the fund fully delevered by the end of June with repayment of the remaining GBP 53 million in RCF balance following the receipt of EMIC proceeds and completion of the SeaEdge transaction. This should see some proceeds flow to shareholders upon completion of the Aqua Comms transaction, which we expect at the back end of this year or beginning of 2026. In terms of market capitalization and loss per share, clearly, market cap remains at a material discount to NAV despite further write-downs, which indicates continued shareholder skepticism of the NAV number. Whilst this is clearly understandable given continued reductions in NAV over the last year, as James alluded to, this number has been derived by applying a dose of realism to underlying portfolio company business plan assumptions and our investor overlay in terms of risk premium, terminal value assumptions and financing outcomes. And whilst the loss per share of 45p is not welcome news to anyone, we have confidence in the rebased NAV as a balanced reflection of value today. And we'll continue to inform the market of any future material movements as well as interrogating loss attribution for 2023 via a potential prior year adjustment with input from specialized third-party expert. I'll move on to Slide 8 and talk a bit further about the details of the NAV reduction components. As you would expect, the vast majority of the NAV movement was attributable to changes in fair value of the underlying portfolio assets falling into 3 key categories, which are the 3 largest blocks you see on this chart. Firstly, recognition of forecast proceeds under signed transaction documents to EMIC and on Aqua Comms. And so on the chart, you can see that of the total 44.9p movement, circa half of this or 21.7p was due to the delta between prior year NAV estimates on these 2 assets and the proceeds forecast to be received pursuant to signed transaction agreements on both of those EMIC and Aqua Comms, which are now reflected in the December 2024 NAV. This 21.7p has risen chiefly from Aqua Comms with EMIC only representing a very small portion of that relative to its December 2023 carrying value. Clearly, whilst Aqua Comms' result in particular, was below prior NAV expectations, we remain confident that the decision to sell at this value was the right one for shareholders and was ultimately a reflection not only of a competitive open market sale process run by Goldman Sachs but recognition of current market and business-specific factors, which were verified by InfraRed through our detailed financial analysis and diligence at the time of that decision. The second key component is a reduction in value of 9.6p on Arqiva. So this followed a fulsome review of management business plan and complete model rebuild by InfraRed and including a revision of refinancing assumptions in 2027 to current market rates, modeling of cash flows all the way up to 2050 and a bifurcation of terminal value assumptions against broadcasting revenue, which clearly have an earlier phaseout date, whether that's 2035 or in the 2040s, depending on your view versus other revenues for the business, which don't face the same inherent future value drivers. And clearly, 9.6p is a material downward movement, noting that Arqiva does make up 24.9p of the 2024 NAV. And of course, the current valuation of Arqiva goes to the heart of our purpose here today and I'll leave it to Mike to pick up that in much greater detail. But the key message is that we're now comfortable that while there are [indiscernible] major variables that are yet to land with respect to that valuation, which may impact it in future, we are working with a solid foundation in terms of at least the valuation modeling. The final other material element of the bridge is that there are some other fair value movements on remaining portfolio assets totaling 8.4p. So that comprises several elements. But again, the key message is that these valuations have all been rebuilt using those principles. So that includes revaluation of burn against specific nature of the contractual mechanism that James mentioned earlier as well as an adjusted valuation for Elio taking into account offers in the recent sale process as well as our revised view of the business' fundamental value as it stands today. And then clearly, you have some other movements related to portfolio level -- sorry, fund level costs as well as subsidiary costs, which are much less, actually. Moving on to Slide 10, to begin the sort of asset-by-asset deep dive on Elio Networks. Clearly, one of the smaller assets in the context of the overall portfolio but we think a real genuine opportunity to add value prior to an eventual exit in line with the overall portfolio realization time line led by Arqiva In 2027, '28. On Elio, we stepped into a live sale process just as we did with Aqua Comms on our appointment and had to make a decision on both as the best next steps for the fund. [Audio Gap] Future value erosion in a market facing persistent margin decline in the mid-teens for the foreseeable future and limited cash conversion, a contrast, whilst Elio operates in a market which has recently suffered margin declines due to a structural deregulation of the fiber market in Ireland. We expect the impacts of that to be less consistent and systematic than the factors influencing the subsea sector. And Elio has managed to set itself apart from its competitors by demonstrating resilient earnings and cash conversion and it remains the only distributing business in the D9 portfolio. So not only does Elio's consistent earnings profile and ability to maintain margins of circa 50% despite intense price pressure, particularly given the deregulation environment over the last 24 months, provide helpful liquidity to D9 to support operating costs. But it also creates a strong basis for scaling the business via an inorganic growth strategy through acquiring target peers who operate at lower margins and transposing Elio's business model to generate uplift in equity value. And we see a large number of potential targets to execute that strategy. So that should result in Elio sufficiently scaling its operations and earnings such that it attracts a greater pool of more mid-market buyers at D9's eventual exit point and achieve a better value outcome for shareholders. And that active value-add approach plays to InfraRed's experience in value-add investments, which is a business we've been -- part of our business we've been doing for over 25 years. And we're on our seventh vintage fund that focuses on that strategy. That's the part of the business that I personally have the most experience in and I'm personally on the Board of that business. So have strong conviction around that strategy, which is well developed and we're currently finalizing that alongside management ahead of getting Board approval to begin implementing the first steps of that strategy. So I'll leave that there on Elio and now hand over to Mike, who will take us through that.
Unknown Executive
executiveThanks, Mark. Good morning to everyone. So you can see on the first [indiscernible] slide there, as Mark said, the valuation has declined but it remains a substantial number in the context of D9. And that decline is driven partly by a more prudent view that we've taken on some of the key assumptions, including the future broadcast or digital terrestrial television, DTT, as it's referred to and also on the refinancing. And then the other driver for decline there, is factors in the period, most notably competition in the capacity market, which is where we sell spectrum to commercial broadband [indiscernible]. And so the financials at the EBITDA level are around flat and that's partly the [indiscernible] point and -- but also slower growth in the new businesses versus previous assumptions. But the more significant variables than the current year financials are really the events that drive the future cash flows. Future broadcast will be the biggest determinant of what we're able to realize from this business. It's a very complex stakeholder decision matrix. The discussions that are pretty early stage and hence, there's a wide range of outcomes possible. Broadcast will eventually be phased out slowly over time. So it's about how much capacity is maintained and for how long. All of that is closely tied to the BBC charter process, which is -- were to conclude in 2027 and the associated BBC funding settlements that goes alongside that. Another factor being the government's policy on broadcast versus fiber and the implications for universal coverage that has given -- not everyone has fiber. Negotiations will therefore be pretty complex, not necessarily sequential. And hence, that time line we have on the chart there is not particularly detailed. But we think that they come together in about that time frame, about 3 years. So at the start of this process, the government laid out some scenarios for what happens after the current contracts with the BBC and others. That range is from a kind of status quo where we provide a fairly full capacity to the market down to the so-called nightlight scenario where there's a bare minimum service provided and much less revenue as a result. And then there are various scenarios in between where some service continues and some spectrum is released, that gives the government dividends and then to resell that spectrum to somebody else. So then on the next slide, that kind of range of possible scenarios, we turned into 3 valuation scenarios. In the middle there, you have our valuation case and that's intended to be a balanced position within that range of scenarios. And then on the left, we have the low case, the so-called nightlight and [indiscernible], which is [indiscernible] and more favorable outcome and a consequent derisking and we roll that forward to look what that could imply in terms of what we're able to realize at exit. So as you can see, there's a wide range of valuation outcomes that are possible. The low case on the left, you have to look at these chart bars in 2 parts. You've got the dark blue piece is the gross [indiscernible] value and then the light blue dotted piece under the line is the VLN, the vendor loan note we have against this piece. So on the low case, you can see that the light blue piece is bigger than the dark blue piece, which means that in this scenario, our net equity value is essentially 0. Now we do believe this scenario is unlikely, not least because it's politically very difficult but it hasn't been ruled out and therefore, we've shown that as a bookend. And then the other scenario is, however, imply a material upside versus the current share price. So that middle scenario, which is our valuation or NAV base on a net basis, net of the BLM, that implies 25p NAV. And then if we're able to get the upper end of plausible outcomes, then that could see us by 2028, potentially returning 43p to D9. So that range, that's really informing our strategy for managing Arqiva . Our top priority is securing the future of broadcast, which is probably we think a 3-year exercise, as we said. Second is refinancing and/or stabilizing the credit ratings and the market perception of the credit such that we derisk the capital structure ahead of exit. And then third is driving the new business to a point where the -- where it's producing cap but also that the growth prospects is credible to an incoming buyer. So we're looking at all of this through the lens of where we need to be for a successful exit on Arqiva in 3 years' time and what story we need to tell, which is really around derisked cash-generative business, stabilized capital structure and a real credible growth opportunities that somebody can value. We do have to give, based on that chart, a word of warning, which is, we could do everything right on this asset and still fail if the government policy goes against us. But we're optimistic that the fundamentals in [indiscernible] remain solid and that, therefore, we've got a good chance that we are not in that scenario and that we're in the middle on the right-hand side. And our job is to give ourselves the best possible chance of making sure that's the case. So now I'll hand back to James to conclude the presentation.
Unknown Executive
executiveThanks, Mike. So as we move on to the final slide, before I come on to the concluding remarks, I think it's worth just sort of looking at the time line that's set out on the top of the slide. This really recaps the key milestones that we discussed through today's presentation, namely the RCF will be fully repaid through the EMIC-1, SeaEdge proceeds by the end of June. The Aqua Comms transaction will be closed by the end of 2025 and then we expect distributions to commence to shareholders in early 2026. And then subsequently, the sale of Elio and Arqiva expected from 2027 onwards. Probably worth just noting on that point, we continually reassess the optimum time for exit for both Elio and Arqiva. Should there be an opportunity arise to exit those at a earlier stage, which can maximize value for shareholders, we're open to that. So we continue to be reassessing that on an ongoing basis. So that's really the time line and the road map of the next few years. I think probably just to recap and reiterate a few points, I appreciate it's been a very, very difficult 12 months. There's clearly a number of factors that are impacting the market sentiment of D9. There's been a new investment policy, move to strategic wind down, new Board, new manager, implications of the overhang of the RCF and lender sentiment towards D9, material value write-downs and some challenging divestment decisions. We fully appreciate that all of these materially contributed to the current disconnect between the NAV and the market cap. But hopefully, what you've heard today through this presentation give you a bit more of a sense of the road map of how [indiscernible] capital can be returned to shareholders as well as having a bit more confidence and transparency in the NAV, particularly in respect of the largest asset in the portfolio of Arqiva. The RCF lender relationships have been stabilized and there's a clear path to repayment before the facility expires. And while we recognize there's a range of outcomes on Arqiva, which Mike has taken us through, we believe that the NAV as of today represents a really balanced view and applies a material risk premium by the discount rate adopted. If you look at the share price currently trading between 7p and 8p against a NAV of 34.4p if you take Arqiva out of this, leaves you with a NAV of around 9p and of which we think roughly half will be returned upon the completion of Aqua Comms later in the year, early next year and subject to those regulatory clearances I mentioned. Realizations are now happening at a managed pace commensurate with delivering value to shareholders, materially in excess of the current share price. There really are some plausible scenarios where there could be outperformance of the current NAV based on the range of outcomes for Elio and Arqiva. So thank you very much for your time. We hope that you found the presentation helpful. And we'll now move on to Q&A.
Unknown Executive
executive[indiscernible] Just on Arqiva and the shareholder loan. So when you're diligencing the business, to what extent with, the shareholder loan, assuming, let's say, a base case on a high level, how would the shareholder loan potentially form part of the return profile in terms of how you looked at it?
Unknown Executive
executive[indiscernible] Arqiva shareholder loan, what D9 would have acquired the stake from when they bought it. So for the most part, the ordinary shares and the shareholder loan held by [indiscernible] that the majority of the loan relates to a previous equity financing. There are a few minority shareholders that did not participate and the -- fair to say that the vast majority, if not all of the current what we call equity value is really the shareholder loans and only held ordinary shares as some of the small minorities do and then the residual value of that is small.
Unknown Executive
executiveI've got a few questions if you don't mind. And just with Arqiva, has there been any discussion with the other shareholders in terms of looking at an exit. In your upside scenario, does that reflect stake -- control stake [indiscernible]
Unknown Executive
executiveWe have had a lot of interaction with the other shareholders and the Board and management and having constructive conversations with them. We haven't made an explicit assumption around any kind of control premium and it's feasible that this sells as separate stakes altogether. One might take the view that it is going to be a rather more salable after the conclusion of the future of broadcast and stabilization of the capital structure than it is beforehand. So there is certainly supportive drivers to think that this kind of coordinated transaction.
Unknown Executive
executiveAnd just on that downside scenario you had and I guess with all of those VLN, [indiscernible] is that the current value? Or does that account for accrued buildup interest through to 2027, '28...
Unknown Executive
executiveIt does, it rolls forward the VLN to that point of exit across all 3 scenarios.
Unknown Executive
executiveAnd then on Elio, could you just maybe talk a little bit more about what you've got there in terms of levers that you can pull to change the business? You talked about business transformation. Is it cutting costs? And then also you mentioned acquisitions. How are those going to be funded? Is there a significant cash within Elio today?
Unknown Executive
executiveSo it's certainly not a cost-cutting exercise. I think the beauty of that business is it's run exceptionally lean and that's why it's got such a high margin relative to its peers in the subsector. So the CEO is extremely focused on cost management and that's what drives our margins. What will deliver an uplift in value is more the application of that business model to acquisitions who don't apply the same level of rigor to their business operations. And I guess, by virtue of the fact that the business has consistently high margins, it has sort of single-digit revenue growth across the last 5 years. It's got a well-maintained CapEx base and it has good cash conversion with absolutely no debt on balance sheet. There's funding capacity that's sort of latent on the balance sheet to finance that strategy. So we have sought interest from a number of domestic lenders in Ireland around that strategy and there's strong appetite for that.
Unknown Executive
executiveHave you got an indication of what kind of leverage you think that business could support as a multiple of EBITDA broadly?
Unknown Executive
executiveI think historically, the business has had up to GBP 30 million of debt on its balance sheet. I don't think we probably want to push it too far. It's a conversation we're still having with the business as to how far we would push that. But it will be, I think, definitely a measured approach. We're conscious that shareholders have obviously enjoyed a lot on D9. So we'll be taking an incremental approach on this.
Unknown Executive
executiveYes, there will be a step by step in terms of that M&A strategy. So smaller to start with and then build up from there, sort of proof of concept to make sure it works. So it's not going to be a big bang acquisition. So we need to make sure that we trade carefully with who they are.
Unknown Executive
executiveYes. And before we involve any debt, I think there's already cash on balance sheet for this business. So these [indiscernible] are very small. So you can actually test the waters without involving any debt at all and just use [indiscernible]
Unknown Executive
executiveSo we've had a number of questions through on the webinar. And maybe I'll just start with continuation on the Elio -- on the Elio theme. So why does it make sense to delay Elio Networks' sale for 2 years and undertaking certain value initiatives in the business versus letting a new buyer [indiscernible] initiatives themselves according to their wishes and strategies. If these initiatives make sense, the buyer will do it themselves. On the other hand, have you considered the potential risks for the next years?
Unknown Executive
executiveSo of course, the strategy has inherent risks attached to it and that's successfully transposing the business model on to any acquisition targets, as well as also the financing, although we clearly have undertaken a process for that, which has proven the appetite. In terms of why are we doing this and not letting a buyer do it, as I mentioned at the beginning of the discussion on Elio, we stepped into a live sale process when we took on this mandate. And clearly, there were -- the decision was made that the bids there were not necessarily credible at the numbers that were being presented and also were low relative to what we thought was fair value for that business today. And I think it's fair to say that they weren't sufficiently representing what we felt that the value of the business could achieve over a relatively short time horizon. Clearly, you will always receive better value for a strategy that has proven itself. And so I think it is our job to prove that the value-add thesis so that an incoming investor can ascribe more value to that than what we saw in the process that we stepped into.
Unknown Executive
executiveAnd it's clear from the outset on the acquisition of D9 that this is always a central part of the strategy to grow the business in this way and the incoming buyers will look at it in the same way. However, they were valuing it on an opportunistic basis and looking at D9 as a sort of slightly distressed scenario, which wasn't valuing the business for the upside for the M&A growth.
Unknown Executive
executiveAnd I think the other point, [indiscernible], is as well scale. So the business as it stood has sort of low, I guess, EBITDA below GBP 5 million. In order to get a more compelling pool of buyers, mid-market buyers, you need to push that up. The scale of the business needs to be increased. So getting it just past a certain point of scalability will increase competition [indiscernible] as well.
Unknown Executive
executivePerfect. And then we've also had a number of questions on burn kind of centering on the mechanism for the earnout and how realistic we think it is that the earnout will be -- what the range of outcomes could be on the earnout and an indication of the level is included in the NAV [indiscernible].
Unknown Executive
executiveSo I mean, I think we've sort of set out that there has been a reduction in the NAV at the end of the year versus the middle of the year. I think we did a comprehensive process in the sort of bottom-up exercise that we undertook across the whole portfolio. So looked at the mechanism in detail to assess the prospect of paying out. I think we all can -- we can say at this point is that it remains sort of quite commercially sensitive in terms of the discussions between the parties and also us assessing the options to drive best value for shareholders.
Unknown Executive
executiveGreat. Thank you, James. And then there are a number of questions around the Board governance. So given [indiscernible] is at Triple Point on several levels, not least, previous valuation and fees they receive based on those valuations will it be seeking repayment of past fees? And similarly, there's a question on -- there's a notice in the annual report on the GBP 2.8 million loss linked to external fraud, who is responsible for that financial fraud?
Unknown Executive
executiveI think what we can say at this point is that the Board is in discussions with Triple Point over both matters. And as soon as there's any news, it will be reported to shareholders on the outcome of that.
Unknown Executive
executiveYes, it might just be worth saying and this is perhaps a relatively new point that's come up in the meeting that this was an event that happened 2 years ago and there's absolutely no exposure current and the NAV doesn't assume any recovery. So [indiscernible] that perspective.
Unknown Executive
executivePerfect. And similar, I guess, a topic around and a number of questions on this topic but around fees. So why the cost of disposal is so high relative to the proceeds of sales? I mean this relates to the Aqua Comms and EMIC transaction. I mean this is an arrangement that was entered into by the previous Board and the previous manager on the basis of a NAV that was clearly much higher at the end of December 2023. It was clearly on the outcome, which is disappointing for everyone. But obviously, the reasons that's been articulated as to the rationale to go ahead with that sale, it clearly looks out of kilter with the final sort of price. We have attempted to renegotiate terms on that. But unfortunately, given that was negotiated some 18 months plus ago, would be very difficult to achieve anything on that.
Unknown Executive
executiveAnd I think we are very conscious of the level of fees that have been charged by financial advisers on past transactions. Not to say that we won't use financial advisers for future transactions. Of course, we will but we're very conscious of fee arrangements. And we think we can ensure that there'll be a more competitive process around ensuring financial advisers procured at lower cost going forward. So we're also doing everything we can to mitigate reliance on advisers where possible by doing things in-house as well.
Unknown Executive
executivePerfect. There's another question here that touches on a few commenting, with other questions that I'll read out, which might be difficult to answer but we can try our best. The original business case for Digital 9 Infrastructure seems strong but clearly, it hasn't worked out as planned. In your view, what's been the cause of the company's difficulties? The company overpaid for assets? Did it fail to manage them well? Have there been fundamental changes in the market? Or is there something else?
Unknown Executive
executiveThere is a combination of factors. Clearly, these are growth-oriented businesses that are capital hungry and maybe an investment trust wasn't the right vehicle for this. And clearly, faced with significant macro headwinds from 2022 onwards and sort of availability of capital drying up and that's obviously challenged the business significantly.
Unknown Executive
executiveJust another question on fees. Fees relating to asset disposals, are any of these going to Triple Point or related parties?
Unknown Executive
executiveNone of that. [indiscernible]
Unknown Executive
executivePerfect. And the remaining questions kind of center around investor interaction, opportunities to interact with the Board and the manager and also the availability of the slides. So the slides will be going up on the website shortly after this webinar. And we are beginning our roadshow pretty much from today onwards. So please do reach out to the company's financial adviser, Liberum -- Panmure Liberum and our broker, JPMorgan to organize meetings. Their contact details are available at the bottom of the RNS. If not, you can reach out to us here at InfraRed on this [indiscernible] as well and we can start in. And otherwise, that concludes the presentation there. Any other questions that we haven't been able to get to, we will come back to you directly. Thank you, everyone.
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