29 November 2023
Cordiant Digital Infrastructure Limited
Interim report for the six months ended 30 September 2023
Solid performance, reflecting strength of underlying portfolio
Cordiant Digital Infrastructure Limited (the Company), an operationally focused specialist digital infrastructure investor, is pleased to announce its unaudited interim results for the six months to 30 September 2023.
Financial highlights:
| · | Total return for the period of £9.4 million, being 1.2p per share or 1.1% of opening ex-dividend NAV.
o Total return reflects positive operating performance, offset by an increase in the weighted average discount rate to 9.8% and adverse foreign exchange movements in the period of £22.3 million.
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| · | Interim dividend of 2.0p per share, in line with 4.0p per share target for the year.
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| · | Full year target dividend of 4.0p per share is 3.6x covered by EBITDA, 1.2x covered by AFFO (adjusted funds from operations). Addition of Speed Fibre strengthens EBITDA cover further to 4.3x and AFFO to 1.5x on a pro forma basis.
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| · | NAV per share decreased from 113.4p at 31 March 2023 to 112.7p at 30 September 2023 due to payment of the 2.0p per share second interim dividend in July 2023, partly offset by the total return of 1.2p per share.
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| · | Portfolio EBITDA for the six-month period increased 5.5% to £55.5 million, over the prior comparable period, on a like-for-like pro forma, constant currency basis.
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| · | Acquisition of Speed Fibre increases portfolio diversification with investments now made in the Czech Republic, United States, Poland and Ireland.
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| · | Total liquidity post-Speed Fibre acquisition is £207 million, including £72 million held directly by the Company and £135 million at portfolio company level.
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Commenting, Shonaid Jemmett-Page,Chairman of Cordiant Digital Infrastructure Limited, said:
"I am pleased to report a solid performance by the Company for the first six months of the year, despite the challenging economic conditions during the period. The Company's performance reflects the strength of its portfolio companies, which offer strong cashflows and growth opportunities in line with our Buy, Build & Grow model. The strength of the portfolio has been achieved with a conservative level of debt and through a disciplined acquisition strategy. The recently announced acquisition of Speed Fibre is additive to the portfolio as it offers additional cashflows, growth potential and further diversity in geography and asset class. With continued liquidity of £207 million, the Company remains well positioned, and as such the Board looks forward to the second half of the year with confidence".
-ENDS-
For further information, please visit www.cordiantdigitaltrust.com or contact:
| Cordiant Capital, Inc. | +44 (0) 20 7201 7546 |
| Investment Manager | |
| Stephen Foss, Managing Director | |
|
Aztec Financial Services (Guernsey) Limited |
+44 (0) 1481 749700 |
| Company Secretary and Administrator | |
| Chris Copperwaite / Laura Dunning | |
|
Investec Bank plc |
+44 (0) 20 7597 4000 |
| Joint Corporate Broker | |
| Tom Skinner (Corporate Broking) | |
| Lucy Lewis / Denis Flanagan (Corporate Finance) | |
|
Jefferies International Limited |
+44 (0) 20 7029 8000 |
| Joint Corporate Broker | |
| Stuart Klein / Gaudi Le Roux | |
|
Celicourt |
+44 (0) 20 7770 6424 |
| Financial Communications Advisor | |
| Philip Dennis / Felicity Winkles / Ali AlQahtani | |
Interim Report and results webcast for analysts
The 2023 Interim Report will be available to download at cordiantdigitaltrust.com/investors/results-centre/ from 29 November 2023.
The Company will be hosting an analyst meeting at 10.00am BST at the offices of Investec, 30 Gresham Street, London, EC2V 7QN. For those wishing to attend, please contact Ali AlQahtani at Celicourt via CDI@celicourt.uk.
Notes to editors:
Cordiant Digital Infrastructure Limited primarily invests in the core infrastructure of the digital economy - data centres, fibre-optic networks and telecommunication and broadcast towers in Europe and North America. Further details about the Company can be found on its website at www.cordiantdigitaltrust.com.
The Company is a sector-focused specialist owner and operator of Digital Infrastructure, listed on the London Stock Exchange under the ticker CORD. In total, the Company has successfully raised £795 million in equity, along with a further ?200 million through a Eurobond with four European institutions; deploying the proceeds into four core acquisitions: CRA, Hudson Interxchange, Emitel and Speed Fibre, which together offer stable, often index-linked income, and opportunities for growth, in line with the Company's Buy, Build & Grow model.
Cordiant Capital Inc (the Investment Manager or Cordiant), the Company's investment manager, is a specialist global infrastructure and real assets manager with a sector-led approach to providing growth capital solutions to promising mid-sized companies in Europe, North America and selected global markets. Since the firm's relaunch in 2016, Cordiant, a partner-owned and partner-run firm, has developed a track record of exceeding mandated investment targets for its clients.
Chairman's statement
I am pleased to present the Interim Report for Cordiant Digital Infrastructure Limited (the Company) for the six months to 30 September 2023.
Introduction
The Company has achieved a solid financial performance despite the headwinds created by the current high interest rate environment which have continued throughout the period. The Company's NAV has decreased from £875.7 million at 31 March 2023 to £868.6 million, due to the payment of the second interim dividend in July 2023. The decrease in NAV was partially offset by the £9.4 million profit for the period. Profit for the period would have been higher but for the adverse movements in the weighted average discount rate used to value the portfolio and foreign exchange.
At the portfolio company level, we have seen a good financial performance. The aggregate pro forma¹ normalised EBITDA of the portfolio companies for the six months to 30 September 2023 was £55.5 million1, up 5.5% from the prior comparable period. This financial performance was accompanied by strong operating performance, reflecting the overall quality of our portfolio companies. Among the highlights during the period were the successful refinancing of Emitel's senior loan facilities, with a consortium of leading international and national lenders that secured PLN 1.57 billion (£293.5 million) of financing maturing in 2030 and the new 15-year contract CRA signed with T-Mobile, which substantially expanded the scope of its existing contract.
A further strategic step in the construction of the portfolio has also been achieved with the acquisition of Speed Fibre - Ireland's leading open access fibre infrastructure provider. This was the Company's fourth significant investment since its IPO, announced during the summer and completed in October 2023. In November 2023, we also announced a smaller transaction - the agreement to acquire Norkring, the Belgian broadcast and colocation business, which we expect to complete later in the financial year.
We recognise that macroeconomic factors have continued to create challenges for many companies and their shareholders across the listed investment trust sector and throughout the period we have continued to consider capital allocation as part our decision-making process. In this, we have taken into account our strategy for the portfolio and our aim of further diversification by geography and asset class, as well as opportunities to drive further growth through disciplined capital expenditure, while also acknowledging that some shareholders wish to see capital deployed through the purchase of the Company's own shares. We have made further buy backs during the period under the programme announced in February 2023 and expect to retain this option as part of our response to current financial market conditions.
Portfolio strategy
The Investment Manager has a Core Plus strategy that aims to generate a stable annual dividend while also continuing to invest in the asset base of the Company's portfolio companies to drive higher revenues and increase net asset values. The Company is implementing this approach through its Buy, Build & Grow model.
Following its IPO, the Company began deploying the capital raised during a period of intense corporate activity where Digital Infrastructure transaction prices reached a peak. Consequently, we prudently sought out high-quality, cash-generating mid-market assets that we viewed as attractive investment opportunities. We have continued to focus on targeted investment in our existing portfolio companies and the acquisition of new businesses that reflect the current pricing environment and further diversifies the portfolio, both geographically across Europe and North America and by asset class. This highly focused strategy is exemplified by the acquisition of Speed Fibre in Ireland, as well as the smaller acquisition of Norkring in Belgium.
Our disciplined approach to deploying capital since IPO has resulted in a portfolio acquired for an EBITDA/EV multiple of approximately 10.2x and which delivers approximately £132 million of annual EBITDA based on most recent last twelve months (LTM) EBITDA, pro forma including Speed Fibre.
Overall, the portfolio we have constructed is high quality with a broad diversification by asset type. It is supported predominantly by blue-chip customers and is capable of generating strong cash flows through long-term contracts.
We are also a long-term investor with a clear focus on sustainability. We consider the ESG approach and metrics of potential targets in our pipeline as part of our pre-investment analysis and post-acquisition we work with our portfolio companies to improve their ESG performance.
Operational performance
The strength of the overall performance of our portfolio companies underpinned the Company's results for the period. This performance was achieved against the backdrop of rates of inflation and central bank interest rate levels not seen in many years. The Company's portfolio companies were able to benefit from significant levels of inflation protection through a combination of contractual revenue escalators, pass-through costs and hedging policies.
Excluding Speed Fibre, approximately three-quarters of the portfolio's contracts are multi-year in nature and offer full or partial inflation protection, with the remainder being annual in nature, often renewed automatically, and therefore capable of being repriced to reflect the renewal year's inflation. Active management of long-term contracts also provided opportunities to re-negotiate contractual terms with a number of customers.
Emitel performed well during the period, with revenues increasing 10.1% and EBITDA increasing 3.6% over the prior comparable period. Performance was driven by the launch of a new sixth digital TV multiplex and the effect of inflation-linked price increases. In addition, Emitel completed a successful refinance of its loan facilities during the period, with a range of global, pan-European and local banks. The facilities were 1.6x oversubscribed and achieved an improved credit margin over the previous facilities. Recently, Emitel has also won several important broadcast contracts in TV and radio, which are expected to drive further future revenue and EBITDA.
CRA also performed well during the period, with revenue and EBITDA growth of 10.5% and 8.1% respectively, driven by growth in all business areas. CRA continued to see strong growth in demand for data centre capacity, +15.1% as measured in racks occupied and +22.0% as measured in power deployed. A new 15-year contract with T-Mobile, which significantly expanded the scope of services provided by CRA completed a successful half year.
Hudson remains a growth opportunity, with the Investment Manager providing substantial hands-on support in order to develop the business. During the period, the Investment Manager began to refresh Hudson's leadership team and has refocused the sales effort. While Hudson has added customers to its business during the period, its overall financial progress has been slower than hoped.
Speed Fibre was acquired after 30 September 2023 and we will report on its performance in the Company's Annual Report 2023 for the year ended 31 March 2024.
Returns and dividend
On 28 November 2023, the Board approved an interim dividend of 2.0p per share for the six months ended 30 September 2023 and confirms that it expects to pay a total dividend of 4.0p per share for the year ended 31 March 2024. The record date for distribution is 8 December 2023 and the payment date is 22 December 2023. The dividend continues to be well covered by earnings and by adjusted funds from operations (net cash flows from the portfolio businesses) and represents a significant increase over the indicative level set out at the time of the IPO in 2021.
The NAV per share as at 30 September 2023 was 112.7p (as at 31 March 2023: 113.4p or 111.4p ex-dividend), reflecting the payment of the dividend in July 2023 and a return of 1.1% over the period from the ex-dividend opening NAV, or 1.2p per share.
The profit for the six-month period reflected the strong overall performance of the underlying portfolio companies, offset by adverse foreign exchange movements (totalling £22.3 million) and an increase in the weighted average discount rate used to value our investments of 18 basis points to 9.8% (causing a £32.6 million decrease in value). Excluding foreign exchange movements in the period would result in a total return of 3.7%. The Company continues to target an annual NAV total return of at least 9%.
The Company's shares traded at a discount to NAV during the period. A similar situation exists for many of the companies in the UK investment trust sector, largely as a result of macroeconomic factors and dislocations in the market. Both the Board and Investment Manager remain confident in the Company's strategy and the reported NAV. While the primary focus has been, and remains, deploying available capital in support of the Company's Buy, Build & Grow model, further purchases of the Company's shares have been made under the discretionary programme of share buybacks of up to £20 million announced in the February 2023 trading update. Buybacks totalling £2.0 million had been executed by 30 September 2023. The buyback programme is not subject to a set cut-off date.
Gearing and interest
In June 2022, the Company raised a ?200 million Eurobond facility from a group of blue-chip financial institutions, further bolstering its liquidity position and giving it additional flexibility to invest in the existing portfolio and make further acquisitions. The Eurobond was issued at subsidiary company level and fully drawn down by June 2023.
As at 30 September 2023, the Company and its subsidiaries had total debt on a look-through basis equivalent to £552.9 million. The Company takes a conservative approach to gearing, and on a pro forma basis, including Speed Fibre, net gearing was 38% of gross assets (substantially below the level of 50% permitted under the gearing policy set out in the Company's Prospectus). A majority of the debt is held at the portfolio platform level on a non-recourse basis, with the remainder being the full drawdown of the Eurobond facility during the period.
Of the debt at 30 September 2023, 51% of the Company and its subsidiaries' total debt is on a fixed-interest basis, with the rest at floating rates, none of which is inflation linked. The Company is reviewing the appropriate level of hedging for the interest rate of the new Emitel facilities, which are currently all at floating rates.
Principal risks and uncertainties
In the six months to 30 September 2023, we updated the principal risks identified by the Company. The changes largely continue to be driven by macroeconomic factors and the resulting impacts on the financial markets which we have seen persist across the period. As a result of the high inflation environment, further increases to interest rates and market volatility, the Company's share price, as with many other investment trusts listed on the London Stock Exchange, has been adversely impacted and this in turn has restricted the ability to raise additional equity capital and to take advantage of some of the opportunities to develop in portfolio. These factors are expected to continue for some time yet.
Sustainability
Both the Board and the Investment Manager continue to focus on sustainability and reducing the impact of the Company and its portfolio companies on our environment. It is pleasing to highlight achievements and progress on initiatives across the portfolio. Emitel has been the recipient of a number of prestigious awards, including ranking second in the 'telecommunications, technology, media and entertainment' group in the XVII edition of the Responsible Companies Ranking 2023. In the general classification, the company was ranked twelfth, out of a total of 250, of the largest companies operating in the Polish market. CRA published its first 'ESG Sustainability & Responsibility' report in October 2023, issuing a public commitment to meet 100% of its electricity consumption through the use of renewables by 1 January 2025, having made progress to reach 46% by December 2022. Hudson has become a participant in a new initiative being undertaken by major US utility, Con Edison - the Conservation Voltage Reduction (CVR) Plan. The CVR plan enables an electric utility to reduce energy and peak demand by lowering voltage at the distribution system. Hudson is making the necessary adjustments in its transformers to enable energy savings. Speed Fibre's ESG performance was considered as part of the acquisition process. Earlier this year it was awarded a 5-star rating by GRESB, the widely recognised provider of ESG data to financial markets.
Board and governance
The Board receives regular updates on the Company's performance and that of the individual portfolio companies from the Investment Manager and provides objective oversight of the Investment Manager's activities. During the period, the Senior Independent Director and I met with a number of shareholders to listen to their views on the Company and the Investment Manager and to feed these back for discussion at our Board meetings. The Board, Investment Manager and the Company's brokers remain available to engage with shareholders as appropriate. The Board continues to note the Investment Manager's strong hands-on operational experience and depth of capability being deployed on a day-to-day basis in support of portfolio's operations whether through its active engagement with portfolio company management of commercial initiatives and technological insights to increase revenue growth, its leadership on strategic financings and bolt on acquisitions and its support in taking forward ESG initiatives.
Outlook
There are early indications that financial market conditions could be entering a new phase, as interest rates begin to plateau or fall across the Company's markets. This brings uncertainty as well as opportunity for the Company and its portfolio companies. However, the overall performance of our portfolio companies continues to be a positive one, with Speed Fibre well placed to contribute positively to the results for the full year. The Investment Manager is actively managing the portfolio to drive that performance. In addition, Digital Infrastructure's importance to the functioning of the global economy and our society continues to increase, with the growth of AI representing a further major evolution of the sector.
As a result, and notwithstanding the current conditions affecting financial markets generally, the underlying strength of the Company and the attractiveness of its core markets lead the Board to look forward to the year ahead with confidence.
Shonaid Jemmett-Page
Chairman
28 November 2023
1Portfolio comprising CRA, Emitel and Hudson; comparison on a constant currency basis.
Investment Manager's report
About the Investment Manager
Cordiant Capital, the Investment Manager appointed by the Company, is a sector-specialist investor focused on middle-market 'Infrastructure 2.0' platforms in Digital Infrastructure, energy transition infrastructure and the agriculture value chain. It manages approximately $4 billion of funds through offices in London, Montreal, Luxembourg and Sao Paulo, and offers Core Plus, Value Add and Opportunistic strategies.
The Investment Manager's Digital Infrastructure group, consisting of 17 front office professionals, brings considerable hands-on investing and operating expertise to its investment approach. This investing strategy can be summarised as acquiring and expanding cash-flowing Digital Infrastructure platforms in the UK, EEA and North America.
Introduction
The Company delivered a solid performance in the six months to 30 September 2023 based on a positive operating performance by the portfolio. NAV per share of 112.7p was slightly down at 30 September 2023, reflecting a positive total return per share of 1.2p earned in the six months, less the payment of the 2.0p second interim dividend to shareholders in July 2023. The target dividend remains at 4.0p per share for the year, ahead of the schedule outlined in the Company's Prospectus. The Company's dividend is well covered, both by portfolio company earnings and on a cash basis. Aggregate debt levels in the Company's financing subsidiary and at the portfolio level are prudent and remain below industry averages for the Digital Infrastructure sector.
Capital allocation
With the deployment of funds into the acquisition of Speed Fibre, the Company has remaining pro forma liquidity, including undrawn debt facilities, of £207 million, of which £72 million is held at the Company level, and £135 million at portfolio platform level. The Board and Investment Manager closely monitor the options for optimal use of these funds and which activities will be in the best long-term interests of shareholders. Options for capital deployment include the following:
| - | The Company announced earlier in the year a programme of share buybacks up to a total of £20 million. To date, the Company has bought back 2.6 million shares at a total cost of £2.0 million. The Company did not set an end date to the buyback programme. |
| - | The Investment Manager believes that further diversification of the portfolio is an important strategic aim. The acquisition of Speed Fibre closed in October and added to the portfolio's diversification by increasing exposure to Western Europe, a euro-denominated jurisdiction and fibre-optic networks. |
| - | Capital could also be allocated to substantial capital expenditure projects at the portfolio company level if that expenditure was expected to generate significant future growth in earnings and value. During the six-month period, £9.0 million of capital expenditure was deployed, all funded from internal portfolio company cash flows. |
Activity in the period
In May 2023, the Company announced that CRA had signed contracts with broadcasters for three new TV broadcast channels, A11 TV, A11 Sport and a teleshopping channel from Swedish-based Topmerch group.
These contracts, together with the previously announced five-year agreement between CRA and the US blue chip pay TV broadcaster, AMC Networks International (AMC), demonstrate the appeal of the digital terrestrial broadcast platform to regional and international broadcasters as the most sustainable and efficient way to transmit content to viewers. Terrestrial television broadcasting is the most widely used method of television distribution in the Czech Republic, covering 99% of the population and used by nearly 60% of households. Digital terrestrial broadcasting brings households a wide range of the most watched TV channels in the Czech Republic.
In June 2023, the Company announced that Emitel had acquired American Tower Corporation's subsidiary in Poland, whose portfolio comprises 65 modern lattice telecoms towers. The portfolio has a low tenancy ratio providing available load capacity for additional lease customers, which will be accretive to Emitel's revenue and is distributed across attractive locations that complement Emitel's existing telecoms network.
In July 2023, Emitel successfully refinanced its senior debt package. Emitel secured a debt package of PLN 1.57 billion, which comprises a senior loan of PLN 1.27 billion, a capex facility of PLN 250 million and an RCF of PLN 50 million. As at 30 September 2023, PLN 240 million of the capex facility and the whole RCF remain substantially undrawn.
The new facilities were 1.6x oversubscribed and have a blended credit margin lower than the 2.9% of the previous senior facilities. The banking group included international banks Citi, BNP, Credit Agricole and DNB Bank ASA, as well as leading Polish banks and financial institutions. The capex facility and RCF will be applied to support Emitel's growth trajectory by financing its operational activities, new investments and acquisition plans.
In August 2023, the Company announced that it had agreed to acquire Speed Fibre, Ireland's leading open access fibre infrastructure provider. Speed Fibre was acquired from the Irish Infrastructure Fund for a total enterprise value of ?190.5 million. The equity consideration of ?97.2 million was funded by ?67.6 million in cash and ?29.6 million through a vendor loan note, with an initial interest rate of 6% and a maturity of four years.
Speed Fibre operates 5,400 kilometres of owned and leased fibre and wireless backhaul across Ireland, on which it provides dark fibre, wavelength and ethernet services to a mix of carriers, internet service providers, corporate customers, and the government. The business is also well-positioned to serve Ireland's growing data centre sector, which is expected to be the fastest growing hyperscale data centre market in Western Europe over the next six years. While primarily a backbone provider, Speed Fibre's subsidiary, Magnet Plus, provides connection and service to approximately 10,000 business and retail customers in Ireland.
With a stable business model, sales growth and high revenue and cash flow visibility, Speed Fibre generated revenues of ca.?80 million and EBITDA of ca.?23 million in 2022. Outstanding gross debt of ca.?111 million as at December 2022, which matures in 2029, is provided by three bank lenders, all of whom have committed to continue to support Speed Fibre under the Company's ownership. Gross debt was balanced by ca.?19 million of cash on hand at December 2022. This acquisition completed on 18 October 2023.
Since 31 March 2023, the Company's Directors, the Investment Manager and its staff made further investments in the Company's shares, acquiring in total 3.1 million more shares to bring the combined total to 9.2 million shares. This included Steven Marshall, Chairman of Cordiant Digital Infrastructure Management, who acquired a further 2.6 million shares, bringing his total personal holding to 6.9 million shares.
At the date of this report, the Directors, Investment Manager and its staff owned 1.2% of the ordinary issued share capital of the Company.
In February 2023 the Company announced that, in light of the discount at which the Company's shares were then trading, and in consultation with the Company's brokers, the Board had approved a discretionary share buyback programme of up to £20 million. Shares acquired under the programme will either be held in treasury by the Company or cancelled. The buyback programme is not subject to a set cut-off date.
To the date of this report, 2.6 million shares had been acquired by the Company at an average price of 79.5p and held in treasury.
Financial highlights
During the six months to 30 September 2023, the Company achieved a NAV total return of 1.1% or 1.2p per share. The NAV per share decreased from 113.4p (111.4p ex-dividend) over the period to 112.7p. This movement comprises a positive total return for the six-month period of 1.2p, offset by the payment of the second interim dividend of 2.0p in July 2023.
The total return reflects a positive underlying operating performance across the portfolio, offset by a slight increase in the weighted average discount rate and adverse foreign exchange movements in the period.
With the agreement of the Board, the Investment Manager has increased the weighted average discount rate (WACC, for further analysis and explanation see section 'Valuations' below) for the whole portfolio by 18 basis points to 9.8% at 30 September 2023. The total return, excluding the adverse underlying foreign exchange movement in the period, would be 3.7%. The Company remains a net beneficiary of foreign exchange movements when measured from inception in February 2021 to 30 September 2023.
The Company's total return of 1.1% or 1.2p per share is equal to a profit for the period of £9.4 million (30 September 2022: £21.0 million). Net assets were £868.6 million (31 March 2023: £875.7 million, £860.3 million ex-dividend), representing a NAV per share of 112.7p (31 March 2023: 113.4p, 111.4p ex-dividend).
Application of IFRS
As disclosed in the Company's Annual Report 2023, the Company holds Hudson directly whereas Emitel and CRA are both held through its wholly-owned subsidiary, Cordiant Digital Holdings UK Limited. The Eurobond was issued by Cordiant Digital Holdings Two Limited, which is a wholly-owned subsidiary of Cordiant Digital Holdings UK Limited.
Consequently, under the application of IFRS 10 and the classification of the Company as an investment entity, the Company's investment in Cordiant Digital Holdings UK Limited is recorded as a single investment that encompasses underlying exposure to Emitel, CRA and the Eurobond. In order to facilitate shareholders' understanding of the breakdown and performance of the Company's portfolio, the elements of the overall value movement attributable to foreign exchange movements and value movement and income from each portfolio company are identified in Chart 1. The Company's profit and NAV under this approach are exactly the same as in the audited IFRS Statement of Comprehensive Income and the Statement of Financial Position.
Table 1 shows the reconciliation of Table 3 to the IFRS Statement of Comprehensive Income.
| Table 1: Reconciliation of Statement of Comprehensive Income to Table 3 | |||||
| | Accrued income | Net unrealised value movement | Net foreign exchange movement | Fund expenses | IFRS P&L |
| Movement in fair value of investments | 1.3 | 42.4 | (22.6) | - | 21.1 |
| Investment acquisition costs | - | - | - | (1.2) | (1.2) |
| Other expenses | - | - | - | (6.9) | (6.9) |
| Foreign exchange movements on working capital | - | - | 0.3 | - | 0.3 |
| Finance income | 1.0 | - | - | - | 1.0 |
| Finance expense | - | - | - | (4.9) | (4.9) |
|
| 2.3 | 42.4 | (22.3) | (13.0) | 9.4 |
Table 2 shows the reconciliation of the closing NAV in Table 3 to the IFRS Statement of Financial Position.
| Table 2: Underlying components of Statement of Financial Position | ||||||||
| | Emitel | CRA | Hudson | Cash | Inter-company balances | Other assets and liabilities | Eurobond | IFRS Total |
| Investments at fair value through profit and loss | 461.2 | 388.6 | 48.9 | - | 170.2 | (0.4) | (172.4) | 896.1 |
| Receivables and prepayments | - | - | - | - | - | 15.5 | - | 15.5 |
| Cash and cash equivalents | - | - | - | 130.9 | - | - | - | 130.9 |
| Payables | - | - | - | - | (1.3) | (3.7) | - | (5.0) |
| Loans and borrowings | - | - | - | - | (168.9) | - | - | (168.9) |
|
| 461.2 | 388.6 | 48.9 | 130.9 | - | 11.4 | (172.4) | 868.6 |
Financial performance in the period
Table 3 shows the Company's NAV progression for the six months to 30 September 2023, with underlying value growth, foreign exchange movements and costs split out from the IFRS classification of returns presented in the Statement of Comprehensive Income and Statement of Financial Position.
| Table 3: NAV progression for the six-month period to 30 September 2023 September | |
| £m | |
| Opening NAV as at 1 April 2023 | 875.7 |
| Dividend paid July 2023 | (15.4) |
| Opening ex-dividend NAV | 860.3 |
| Accrued income | 2.3 |
| Value movement | 42.4 |
| Foreign exchange movement | (22.3) |
| Fund expenses | (13.0) |
| Share buy back | (1.1) |
| Closing NAV as at 30 September 2023 | 868.6 |
Underlying value growth was £42.4 million in the period (30 September 2022: decrease of £4.0 million), comprised of £35.4 million gain in respect of Emitel, £18.3 million gain in respect of CRA (30 September 2022: gain of £0.8 million) and an £11.3 million decrease in respect of Hudson (30 September 2022: decrease of £4.8 million).
Underlying foreign exchange loss for the Company was £22.3 million for the period (30 September 2022: gain of £25.8 million), comprising a £3.2 million unrealised loss in respect of Emitel and Polish zloty (30 September 2022: gain of £2.9 million), £20.1 million unrealised loss in respect of CRA and Czech crowns (30 September 2022: gain of £11.4 million), £0.3 million gain in respect of Hudson and the US dollar (30 September 2022: gain of £11.5 million) and a £0.7 million gain relating to other balance sheet assets and liabilities.
For the period since the Company's inception, unrealised foreign exchange gains of £42 million have been recognised in the NAV, equal to approximately 5.4p per share. This comprises £18 million in respect of Emitel and Polish zloty, £18 million in respect of CRA and Czech crowns and £6 million in respect of Hudson and US dollars.
The Investment Manager and Board have kept the Company's hedging strategy under regular review in light of the volatility in foreign exchange rates since the Company began operations. The Company is a long-term investor in the portfolio and is mindful of the costs and liquidity demands of hedging; it does not seek to manage balance sheet foreign exchange exposure from reporting period to reporting period. To date the Company has not undertaken any hedging of balance sheet foreign exchange exposure, though it has hedged discrete foreign exchange cash flows where this has been deemed desirable.
Total Company costs of £13.0 million for the period reflected: management fees paid to the Investment Manager; costs attributable to the Eurobond facility raised by Cordiant Digital Holdings Two Limited; operating costs and discontinued deal costs of the Company; and certain acquisition costs relating to the acquisition of Speed Fibre accrued during the period. The ongoing charges ratio for the six months to 30 September 2023, calculated as annualised management fee and operating expenses (excluding acquisition costs and non-recurring items) divided by the average NAV during the period, was 0.9%. This has been calculated in line with the guidelines published by the AIC.
Valuations
The Investment Manager conducts a rigorous valuation process in respect of every interim and year end reporting date. The valuations of the portfolio companies are prepared by the Investment Manager according to the IPEV Valuation Guidelines and IFRS 13.
The Investment Manager and Board are keenly aware of the apparent disconnect between asset valuations and the discounts to NAV at which many investment companies trade, including for the present time, the Company. Since the Company's IPO, the Board has appointed an independent valuation team from a Big 4 accounting firm. This independent valuer performs a full valuation of each asset at each interim and financial year end and reports independently to the Board.
The Investment Manager has increased the weighted average discount rate applied to the portfolio since the Company's first valuation in March 2022 by 173bps to 9.8%, to reflect increases in risk-free rates and risk premia over that time. When assessing future forecast cash flows to include in the discounted cash flow, the Investment Manager makes careful judgements about the probability of cash flows materialising in the future. Prudent valuations are the result of this approach, with Emitel being valued at an enterprise value of 9.7x last twelve months (LTM) EBITDA, and CRA being valued at an enterprise value of 11.1x LTM EBITDA at 30 September 2023. Hudson currently has negative EBITDA and has been reduced in value by a further £11.3 million.
At Emitel, the value increase during the six months to 30 September 2023 was primarily driven by new business won and the impact of 2023 inflation on future revenues. The discount rate selected by the Investment Manager has remained unchanged since 31 March 2023.
At CRA, the value movement in the period is driven by cash flow generation reducing net debt and strong earnings performance in the period from long-term contracts, increasing future expected earnings. This is slightly offset by an increase in the discount rate at 30 September 2023.
Hudson continues to seek new customers and build out revenues. During the period, the Company invested a further £2.9 million to support cash flow. At 30 September 2023, the Investment Manager valued the business at £48.9 million, a reduction of £8.1 million from 31 March 2023. This was driven by the slower than expected ramp-up in revenues and EBITDA. The discount rate was slightly increased compared to 31 March 2023.
The primary valuation methodology of the Company's three portfolio platforms is a discounted cash flow approach. The Investment Manager has discounted the near-term forecast cash flows of each platform and a terminal value using a weighted average cost of capital (WACC) as the discount rate. This process yields an enterprise value from which the net debt of the platform is deducted to arrive at the equity value attributable to the Company. At 30 September 2023, the Company owned 100% of each platform either directly or indirectly through intermediate holding companies.
| Table 4: Weighted average cost of capital at 30 September 2023 | |||
| | Range low point | Range high point | Weighted average mid-point |
| Cost of equity | 10.1% | 13.5% | 11.4% |
| Cost of debt | 5.5% | 7.5% | 6.8% |
| WACC | 8.6% | 11.0% | 9.8% |
| Weighted average cost of capital at 31 March 2023 | ||||
| | Range low point | Range high point | Weighted average mid-point | |
| Cost of equity | 9.6% | 12.9% | 11.0% | |
| Cost of debt | 5.0% | 7.0% | 6.5% | |
| WACC | 8.2% | 11.0% | 9.6% | |
The WACC for each valuation comprises a weighted average of the cost of equity attributable to the platform and the cost of debt attributed.
The cost of equity comprises an appropriate risk-free rate plus a premium for specific risk relating to the platform, its size and its geographical location. Table 4 shows the range of cost of equity and cost of debt used at 30 September 2023 in the valuations of the three platforms. The weighted average mid-point cost of equity was 11.4% and the weighted average cost of debt mid-point was 6.8%.
The weighted average discount rate (WACC) used across the portfolio at 30 September 2023 was 9.8%. From 31 March 2023 to 30 September 2023, the weighted average discount rate for the portfolio increased by 18 basis points. Increases in discount rates since 31 March 2022 have caused an aggregate £110 million reduction in value in the portfolio.
Dividend coverage
The Company's prudent approach to portfolio construction, as further evidenced by the acquisition of Speed Fibre which completed after the period end, has created a cash generative, conservatively geared and strongly diversified pool of assets with scale and the potential for future growth.
In December 2023, Company will pay a first interim dividend of 2.0p per share for the year to 31 March 2024, as part of the target for the year of 4.0p per share. This represents a significant increase over the dividend for the year planned at the time of the IPO in February 2021. The 4.0p per share dividend is approximately 3.6x covered by EBITDA and 1.2x covered by AFFO, defined as free cash flow after Company level costs, net finance costs, taxation and maintenance capital expenditure.
AFFO dividend cover has reduced slightly from the 1.5x disclosed at 31 March 2023 due to higher net finance costs following the full Eurobond drawdown in June 2023, and from higher interest costs on the 33% of Emitel debt that was floating rate, as interest rates in Poland peaked during the last twelve months. LTM EBITDA increased 5.8% from March to September 2023. Table 5 shows the calculation of AFFO for the twelve months to 30 September 2023.
| Table 5: Calculation of adjusted funds from operations (AFFO)
| |
| | Twelve months to 30 September 20231 (unaudited) £m |
| Portfolio company revenues | 214.1 |
| Portfolio company normalised EBITDA | 111.1 |
| Dividend coverage, EBITDA basis | 3.6x |
| Net Company-specific costs | (14.0) |
| Net finance costs | (32.0) |
| Net taxation, other | (14.5) |
| Free cash flow before all capital expenditure | 50.6 |
| Maintenance capital expenditure2 | (13.4) |
| Adjusted funds from operations | 37.2 |
| Dividend at 4.0p per share | (30.8) |
| Dividend cover | 1.2x |
1At average foreign exchange rates for the period.
2Aggregate growth capital expenditure of £12.4 million was invested in the 12 months to 30 September 2023 across the portfolio (not included in AFFO calculation).
The addition of Speed Fibre to the portfolio after September 2023, with its strong EBITDA generation, supports the Company's dividend coverage, increasing EBITDA coverage to 4.3x and AFFO coverage to 1.5x on a pro forma basis with reference to Speed Fibre's LTM EBITDA and cash flows to 30 September 2023.
Investee company performance
For the six months to 30 September 2023, the portfolio companies generated combined revenue of £108.3 million, representing a 10.7% increase over the prior comparable period, on a like-for-like pro forma, constant currency basis. Portfolio EBITDA increased 5.5% over the prior comparable period, on a like-for-like pro forma, constant currency basis, to £55.5 million.
These increases in revenue and EBITDA reflect the impact of new contracts being entered into, including in the broadcasting and telecoms business units at Emitel and CRA, together with the effect of inflation-linked revenues feeding through 2022 inflation rates into 2023 revenues. Notable new contracts included the new contract between CRA and T-Mobile that expanded the existing scope of services and the number of towers made available to T-Mobile, broadcast contracts at CRA and Emitel with new broadcasters and the successful tender win by Emitel extending the coverage of the Polish DAB+ radio multiplex with 17 regional radio stations.
During the six months to 30 September 2023, across the portfolio companies £5.9 million was invested in maintenance capital expenditure and £7.6 million in growth capital expenditure. Maintenance capital expenditure included investment in IT systems and security at CRA and infrastructure modernisation at Emitel. Growth capital expenditure included investment related to the DAB+ contract win (announced by the Company on 8 November 2023) and construction of new telecoms towers at Emitel; and data centre investment at CRA.
Total gross debt at the Company, subsidiary and platform level was equivalent to £552.9 million, an increase of £87 million since 31 March 2023 and reflected the full drawdown of the Eurobond in June 2023 offset by a de-levering of Emitel's drawn debt by PLN 200 million as part of the refinance during the period. Aggregate cash balances at the Company, subsidiary and platform level were equivalent to £202 million. Including undrawn debt facilities at portfolio company level, total liquidity was equivalent to £259 million, or £207 million on a pro forma basis, after the acquisition of Speed Fibre.
51% of all debt is on a fixed-interest basis, with the remainder floating, none of which is inflation linked. The Company is assessing options for fixing the interest rate of the new Emitel facilities, currently all floating rate. Aggregate net gearing was 38% on a pro forma look-through basis including Speed Fibre, well below the 50% maximum permitted under the Company's investment policy.
The Investment Manager's team
Building on the significant strength of the existing digital team reflects the Investment Manager's continued commitment to supporting platform companies in achieving their growth ambitions, along with being able to source and deliver investment opportunities that are in line with target returns.
Unlike its peers in this market, the digital team at the Investment Manager possesses deep, senior experience of managing and operating world-class Digital Infrastructure businesses. This is combined with private equity executives having decades of experience advising and investing in the sector, making for a unique marriage of capabilities.
Environmental, social and governance highlights
For the second year in a row, the Investment Manager has achieved Carbon Neutral+ accreditation, after verifying and offsetting emissions associated with operations. The Investment Manager disclosed in the Company's Annual Report 2023 its intention to offset emissions associated with operations (covering Scope 1, 2 and select Scope 3 categories associated with its London, Montreal and Luxembourg offices and employees, for the period 1 January 2022 to 31 December 2022). Since publication of the Company's Annual Report 2023, the Investment Manager has offset these verified emissions, as well as an additional 25%, achieving both CO2e Assessed and Carbon Neutral+ organisation accreditation.
Outlook
The Investment Manager is pleased with the overall quality of assets and underlying cash flows in the portfolio. These have been assembled at what the Investment Manager believes to be a highly attractive price without sacrificing growth potential.
Internally generated cash flows and the remaining proceeds of the Eurobond facility will allow the Company to cover the dividend, engage in appropriate maintenance capital expenditures, expand existing platforms and invest in new assets to further diversify the portfolio, both geographically and by asset type.
The Investment Manager remains closely focused on the Company's target of 9% return to shareholders, comprising dividend and capital growth. The Investment Manager is seeing some improvement in the pricing environment for digital assets in the middle market and the purchase terms available. The Investment Manager has recruited a large and capable team of digital specialists with the skills and experience required to manage the Company's assets and to succeed in maximising total return from Core Plus assets.
Based on the solid performance since inception, which has continued up to 30 September 2023, the Investment Manager believes the Company remains well placed to deliver as planned in the year ending 31 March 2024.
The Investment Manager looks forward to the second half of the year ahead with confidence.
Emitel
| Emitel | £m |
| Original cost | 353.0 |
| Value at 1 April 2023 | 429.0 |
| Further investment in the period | - |
| Unrealised value movement in the period | 35.4 |
| Unrealised foreign exchange movement in the period | (3.2) |
| Value at 30 September 2023 | 461.2 |
May not add due to rounding
Financial performance in the period
For the first six months of Emitel's financial year to 30 June 2023, revenue increased 10.1% to PLN 293 million (£55.5 million at average exchange rates for the period) and EBITDA increased by 3.6% to PLN 189 million (£35.8 million at average exchange rates for the period). This performance reflected strong revenue growth in telecoms infrastructure and TV broadcast, offset by an increase in employee costs driven by salary increases to combat the impact of high inflation in Poland.
The increase in TV broadcast revenues was primarily driven by the launch of a new sixth digital television multiplex (MUX 6), which launched with an anchor agreement with Telewizja Polska S.A. (TVP) in February 2023. MUX 6 is the second DTT multiplex operated by Emitel exclusively for TVP, the other being MUX 3. The extra broadcast capacity provided by MUX 6 enables TVP to increase the number of channels it offers and allows the media market to use existing MUX 1 and MUX 8 capacity for additional new channels in Poland.
Telecoms infrastructure revenue growth in the period was driven by Emitel's acquisition of 65 telecoms towers in Poland from American Tower Corporation. The towers are less than three years old and have robust long-term contracts (14 years average) with inflation-linked escalators.
In addition to volume growth and M&A, revenue growth was also driven by inflation-linked price increases (approximately 79% of Emitel's revenues have full or partial CPI-linked contracts). Inflation in Poland for 2022 was 14.4%, and the latest European Commission inflation forecast for Poland in 2023 is 11.4%.
In the period, Emitel signed a new loan facilities agreement with a consortium of leading Polish and international banks. The new facilities include senior secured term loans of PLN 1,270 million (of which PLN 370 million - ?83 million - is denominated in euros), a capex facility of PLN 250 million and a revolving credit facility (RCF) of PLN 50 million. The new facilities were 1.6x oversubscribed and have a blended credit margin lower than the 2.9% of the current senior facilities. The capex facility and RCF will support Emitel's growth trajectory by financing its operational activities, new investments, and acquisition plans.
Cash balances decreased to PLN 83 million (£15.5 million) due to a partial de-levering of the senior debt facilities by PLN 200 million (£37 million) upon refinancing, completed in September 2023. The outstanding principal amount of third-party bank debt was PLN 1,294 million (£241.9 million) at 30 September 2023. Of the interest payable on the third-party bank debt, 100% was floating, pending negotiation of interest rate swaps with lending banks to effect some rate fixing; none was inflation linked.
Outlook
Emitel has recently won the tender for extending the coverage of Polskie Radio's DAB+ multiplex with 17 regional radio stations. Upon completion of the implementation, the reach of Polskie Radio's digitally broadcast stations will include 75% of Poland and nearly 88% of the population. This is initially a four-year contract with revenue inflation linkage commencing in October 2023.
After the period end, Emitel signed a new contract for the provision of TV broadcasting services via a new channel with Telewizja Polsat and via the extension of an existing contract with TV Spektrum. Both agreements cover 62 existing locations and have the same terms regarding duration, fees, indexation, and SLA as the other contracts on MUX 1. Following this agreement, MUX 1 is now at full capacity. Emitel is currently marketing available capacity on MUX 8 to broadcasters.
CRA
| CRA | £m |
| Original cost | 305.9 |
| Value at 1 April 2023 | 389.1 |
| Further investment in the period* | 1.3 |
| Unrealised value movement in the period | 18.3 |
| Unrealised foreign exchange movement in the period | (20.1) |
| Value at 30 September 2023 | 388.6 |
*Interest on shareholder loan capitalised during the period
May not add due to rounding
Financial performance
Revenues for the six months to 30 September 2023 increased by 10.5% to CZK 1.2 billion (£44.0 million at average exchange rates for the period) and adjusted EBITDA increased 8.1% to CZK 0.6 billion (£21.9 million at average exchange rates for the period).
The revenue performance was driven by year-on-year growth in all business areas. The broadcast division produced solid mid-single digit growth, driven mainly by the TV segment. In addition, CRA experienced strong double-digit growth in the data centre and cloud, towers and IoT business lines coupled with single-digit growth in the telecoms business. Inflation escalations have mostly benefited the TV and tower businesses. As mentioned in the Company's Annual Report 2023, TV broadcasting won several new contracts including signing a five-year agreement in March 2023 with blue-chip pay TV broadcaster, AMC Networks International (AMC), a global provider of well-known content such as AMC, Film+ and Sport1. In addition, in July 2023 CRA signed a new 15-year contract with T-Mobile related to leasing space on CRA towers.
EBITDA performance was driven by an increase in revenues which was slightly offset by a decrease in gross margin mainly due to higher power cost. Operating expenditure as a percentage of revenue has fallen slightly due to operating leverage effect.
CRA continues to enjoy strong demand for its data centre capacity, as measured in racks occupied +15.1% and power +22.0%. This reflects robust demand dynamics from new and existing customers. CRA tower portfolio benefited from an increase in both the number of points of presence (PoPs) up 1.2% and the price per PoP up 7.3%.
Cash balances increased to CZK 1.5 billion (£54.5 million) at 30 September 2023. Third-party bank debt remained unchanged at CZK 3.9 billion (£138.5 million). Interest on the bank debt is 100% hedged. The loan falls due in the second half of 2025. The Investment Manager intends to begin the refinance project before the end of 2023.
Operations
CRA continued to benefit from its market leading position in all its areas of operations as evidenced by the increase in utilisation rates in most of its business lines. This was achieved while preserving a high-quality blue-chip customer base and pricing power. In addition, the company is constantly looking for efficiency improvements in its business lines, further augmenting the benefits of its operating leverage. In line with power planning for the new data centre, CRA has committed to 100% of its power requirement coming from renewable sources within the next two years. 46% is the most recent measurement at 31 March 2023.
Outlook
Inflation escalations, increased capacity utilisation and new contracts wins are expected to help drive CRA growth in the second half of this financial year and in future years. The Czech economy is expected to grow by 0.1% in 2023 while the inflation rate is expected to be 11% according to the Czech central bank's August 2023 forecast. CRA's business lines benefit from either full inflation protection or fixed escalators which help protect the company's margins. Inflation linked contracts will typically incorporate 2023 inflation from January 2024 onwards.
Continued demand for data centre capacity is a key driver for CRA's plans to invest in a new 26MW data centre on a former AM radio transmission site outside Prague. The new centre is expected to be a state-of-the-art facility, with market-leading power utilisation efficiency and on-site solar power. The execution for the fibre ring of this data centre has now started. With current plans for the new data centre to be completed in 2025, CRA is also actively looking at bolt-on acquisition opportunities to further boost its data centre and cloud operations.
Hudson
| Hudson | £m |
| Original cost | 55.8 |
| Value at 1 April 2023 | 57.0 |
| Further investment in the period | 2.9 |
| Unrealised value movement in the period | (11.3) |
| Unrealised foreign exchange movement in the period | 0.3 |
| Value at 30 September 2023 | 48.9 |
May not add due to rounding
Financial performance
During the six months to 30 September 2023, Hudson saw revenue increase by 15.8% to $11.2 million (£8.9 million at average exchange rates for the period) and EBITDA loss decrease by 0.9% to $2.7 million (loss of £2.1 million at average exchange rates for the period). The increase in revenue is due to inflation escalation, the increase in pass-through power costs and new contracts signed for the sixth floor of 60 Hudson Street. The slight improvement in EBITDA loss was a result of higher revenue which was mostly offset by an increase in rent and power costs and the additional sales personnel and the impact of sales commission.
Hudson saw sub-optimal operational and financial progress through the first six months. The pace of new sales has been slower than the Investment Manager had hoped, with Hudson's management also dealing with global supply chain issues affecting the availability and lead times of data hall construction materials. Capacity utilisation of the sixth floor has increased to 356kW resulting from a number of contract wins.
Operations
During the period, the Investment Manager took the decision to refresh the Hudson leadership team. Atul Roy, former Head of Strategy at BT Group and Head of Telecoms at the Investment Manager, has been appointed Interim CEO while the Manager seeks a leader for the business. In the first six months of the year, Hudson benefited, to a certain extent, from the investment made in its sales and marketing teams in the previous period. However, the Investment Manager is not satisfied with the pace of the sales ramp up and the team is actively looking with the management team at all options to improve sales initiatives and operations in order to bring Hudson to profitability. This will primarily be achieved by increasing the conversion of the current pipeline to sales, coupled with attracting anchor connectivity customers who bring other customers to their ecosystem. In addition, the team is looking at other services that can be sold on top of rent and power, such as remote hands and cross connect services.
Outlook
The Investment Manager believes Hudson will struggle to show positive EBITDA in the next twelve months. Hudson continues to offer a significant opportunity for growth, with its unique location, current utilisation below 30%, overall demand for data centre space in the region and no requirement for additional upfront investment, essentially de-risking capital expenditure by linking it directly to new revenue contracts.
Speed Fibre Group DAC (acquired October 2023)
| Speed Fibre acquisition details | £m |
| Enterprise value | 164.61 |
| Net senior debt | 80.7 |
| Equity value | 83.9 |
| Of which funded by cash | 58.4 |
| Of which funded by vendor loan note | 25.5 |
1Foreign exchange rate on the date of completion applied.
Speed Fibre is Ireland's leading open access fibre infrastructure provider. The acquisition of Speed Fibre from the Irish Infrastructure Fund was agreed in August 2023 for a total enterprise value of ?190.5 million (£164.6 million). The equity consideration of ?97.2 million (£83.9 million) was funded by ?67.6 million (£58.4 million) in cash and ?29.6 million (£25.5 million) through a vendor loan note with an initial interest rate of 6% and a maturity of four years. The acquisition completed in October 2023.
Speed Fibre is the fourth Digital Infrastructure platform acquired by the Company since its launch in 2021 and is consistent with its investment strategy of buying cash flow generating platforms capable of growth under its Buy, Build & Grow model. The acquisition further diversifies the Company's portfolio on a sub-sector and geographic basis.
Speed Fibre operates 5,400 kilometres of owned and leased fibre and wireless backhaul across Ireland, on which it provides dark fibre, wavelength and ethernet services to a mix of carriers, internet service providers, corporate customers, and the government. The business is also well-positioned to serve Ireland's growing data centre sector, which is expected to be the fastest growing hyperscale data centre market in Western Europe over the next six years. While primarily a backbone provider, Speed Fibre's subsidiary, Magnet Plus, provides connection and service to approximately 10,000 business and retail customers in Ireland.
With a stable business model, sales growth and high revenue and cash flow visibility, Speed Fibre generated revenues of approximately ?80 million and EBITDA of approximately ?23 million in 2022. Outstanding gross debt of ca.?111 million as at December 2022 and which matures in 2029 is provided by three bank lenders, all of whom have committed to continue to support Speed Fibre under the Company's ownership. Speed Fibre's debt interest is set as a margin over Euribor, and 70% of the interest is fixed through an interest rate swap. Gross debt was balanced by ca.?19 million of cash on hand at December 2022.
Speed Fibre has a strong ESG and sustainability focus, earning a 5-star rating from GRESB, an independent organisation providing validated ESG performance data, and is targeting net zero carbon emissions by 2040.
Key highlights
| - | A national digital network in a strategically located market acquired at an attractive price. |
| - | Two complementary operating companies, combined to create a #1 carrier-neutral wholesale fibre business and vertically integrated ISP able to deliver 100GB across Ireland. |
| - | Strong management team with track record of operational success, and a strong focus on ESG (5-star rating from GRESB). |
| - | Positive Digital Infrastructure market dynamics with high (and growing) rates of data consumption. |
| - | High barriers to entry protecting SFG's business and market position, coupled with long-term relationships with main carriers and retail service providers in Ireland. |
| - | Blue chip clients include Vodafone, AT&T, Three and Verizon. |
Investment case
| - | Speed Fibre provides a strong platform from which to invest in accretive strategic organic and inorganic opportunities. |
| - | The valuation multiple reflects the transaction dynamics, change in macro-economic conditions and our institutional approach to disciplined M&A. |
| - | This is an attractive entry multiple for the Company's shareholders for a stable business model with high revenue and cash flow visibility. |
| - | Seasoned and accomplished management team with a proven track-record and over 125 years of combined experience in the industry. |
| - | Ireland still lags Europe in high-speed internet coverage; the need for which was further accelerated by remote working trends accelerated by COVID-19 |
| - | Data consumption growth in Ireland expected to be amongst the highest in Europe. |
| - | Supportive regulatory backdrop; the Irish Government remains committed to delivering quality, affordable, high-speed broadband to all parts of Ireland. |
Norkring AS (announced November 2023)
In November 2023, the Company announced that it had agreed to acquire Norkring België NV (Norkring), which operates 25 communication and broadcast towers in Belgium, from its current shareholders Telenor Communication II AS and Participatiemaatschappij Vlaanderen NV.
Norkring is being acquired for a total enterprise value of ?5.25 million, subject to customary adjustments. The transaction is being funded from the Company's cash on its balance sheet and is conditional upon foreign direct investment approval in Belgium. The acquisition is expected to complete during the course of the Company's current financial year.
In addition to its towers, Norkring is the holder of two DAB licences and one DTT multiplex licence. It provides (i) radio and TV broadcasting services to commercial stations and distributors and (ii) colocation and site-hosting to broadcasters, niche communications operators and mobile network operators. As part of a consortium, Norkring is conducting trials using 5G broadcast technology, which is expected to provide it with the ability to offer additional services to broadcast and mobile operator customers.
Risk management
Principal risks and uncertainties
1. The capital markets may remain effectively closed to the Company for a significant period. As a consequence, the Company may be unable to raise new capital and it may therefore be unable to progress investment opportunities.
How we mitigate risk
The Company has acquired a portfolio of cash-generating assets with significant organic growth prospects, which together are capable of providing returns meeting the investment objective without further acquisitions. The Investment Manager also continues to consider potential alternative sources of capital.
How the risk is changing
Significant discounts to NAV continue to be evident in the current share prices of many investment trust companies listed on the London Stock Exchange, including the Company, and this situation has worsened somewhat over the last six months.
Movement since 31 March 2023
Higher
2. There is a risk that, even when the capital markets are open, insufficient numbers of investors are prepared to invest new capital, or that investors are unwilling to invest sufficient new capital, to enable the Company to achieve its investment objectives.
How we mitigate risk
The Company has established a track record of successful investments, which together are capable of providing returns meeting the investment objective without further acquisitions. The Investment Manager has deep sector knowledge and investment expertise and is well-known and respected in the market.
How the risk is changing
The continuing poor conditions in the investment trust sector give rise to uncertainty. It is not possible to predict when market conditions might improve.
Movement in the year
New risk
3.The Company may lose investment opportunities if it does not match investment prices, structures and terms offered by competing bidders. Conversely, the Company may experience decreased rates of return and increased risk of loss if it matches investment prices, structures and terms offered by competitors.
How we mitigate risk
The Investment Manager operates a prudent and disciplined investment strategy, participating in transaction processes only where it can be competitive without compromising its investment objectives.
How the risk is changing
The Investment Manager has been able to identify and pursue bilateral opportunities rather than auction processes, where competition for those assets has been a less significant factor. However, there can be no guarantee that suitable further bilateral opportunities will arise. In addition, current market conditions and the consequent limitations on the Company's ability to access capital markets may mean that it is not able to pursue certain investment opportunities.
Movement in the year
Unchanged
4. There can be no guarantee or assurance the Company will achieve its investment objectives, which are indicative targets only. Investments may fail to deliver the projected earnings, cash flows and/or capital growth expected at the time of acquisition. The actual rate of return may be materially lower than the targeted rate of return.
How we mitigate risk
The Investment Manager performs a rigorous due diligence process with internal specialists and expert professional advisers in fields relevant to the proposed investment before any investment is made. The Investment Manager also carries out a regular review of the investment environment and benchmarks target and actual returns against the industry and competitors.
How the risk is changing
The operational performance of our investments to date is in line with our expectations, demonstrating that the due diligence process undertaken at the time of acquisition was appropriately rigorous to mitigate this risk. The same level of rigour must be maintained for future investments. Foreign exchange movements have had a negative effect on the Company's returns.
Movement in the year
Higher
5. Actual results of portfolio investments may vary from the projections, which may have a material adverse effect on NAV.
How we mitigate risk
The Investment Manager provides the Board with at least quarterly updates of portfolio investment performance and detail around material variation from budget and forecast returns.
How the risk is changing
The results of our investments to date are materially in line with our projections at the time of their acquisition and their aggregate fair value has increased. This demonstrates the quality of the Investment Manager's projections and its ability to manage the investments for growth.
Movement in the year
Unchanged
6. The Company invests in unlisted Digital Infrastructure assets, and such investments are illiquid. There is a risk that it may be difficult for the Company to sell the Digital Infrastructure assets and the price achieved on any realisation may be at a discount to the prevailing valuation of the relevant Digital Infrastructure asset.
How we mitigate risk
The Investment Manager has considerable experience across relevant digital infrastructure sectors, and members of them team have been involved in over $80 billion of relevant transactions. The Company seeks a diversified range of investments so that exposure to temporary poor conditions in any one market is limited.
How the risk is changing
The Company is still in its relative infancy and, as a vehicle with permanent capital, is not likely to be seeking a full divestment of any asset for some time. Its exposure to divestment risk is limited in the short to medium term.
Movement in the year
No movement
7.The Company may invest in Digital Infrastructure assets which are in construction or construction-ready or otherwise require significant future capital expenditure. Digital Infrastructure assets which have significant capital expenditure requirements may be exposed to cost overruns, construction delay, failure to meet technical requirements or construction defects.
How we mitigate risk
The Investment Manager has significant experience of managing construction risks arising from Digital Infrastructure assets and will also engage third parties where appropriate to oversee such construction.
How the risk is changing
The Company's investments to date have not undertaken significant capital construction projects. This risk has therefore been relatively low to date but may increase as capital investment increases under our Buy, Build & Grow model.
Movement in the year
Unchanged
Statement of Directors' responsibilities
The Directors are responsible for preparing this Interim Report in accordance with the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority.
In preparing the unaudited condensed set of interim financial statements included within the Interim Report, the Directors are required to:
| - | prepare and present the condensed set of interim financial statements in accordance with IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB) and the DTRs; |
| - | ensure the condensed set of interim financial statements has adequate disclosures; |
| - | select and apply appropriate accounting policies; and |
| - | make accounting estimates that are reasonable in the circumstances. |
The Directors are responsible for designing, implementing and maintaining such internal controls as they determine are necessary to enable the preparation of the condensed set of interim financial statements that is free from material misstatement whether due to fraud or error.
On behalf of the Board
Shonaid Jemmett-Page
Chairman
28 November 2023
Condensed Statement of Financial Position
As at 30 September 2023 (unaudited)
| | Note | As at | As at |
| Non-current assets | | | |
| Investments at fair value through profit or loss | 8 | 896,126 | 872,315 |
|
|
| 896,126 | 872,315 |
| Current assets | | | |
| Receivables | 10 | 15,499 | 14,680 |
| Cash and cash equivalents | | 130,868 | 10,498 |
|
|
| 146,367 | 25,178 |
| Total assets |
| 1,042,493 | 897,493 |
| Current liabilities |
|
|
|
| Payables | | (4,980) | (1,495) |
|
|
| (4,980) | (1,495) |
| Net current assets |
| 141,387 | 23,683 |
| | | | |
| Non-current liabilities |
|
|
|
| Loans and borrowings | 13 | (168,936) | (20,287) |
|
|
| (168,936) | (20,287) |
| Total liabilities |
| (173,916) | (21,782) |
|
|
|
|
|
| Net assets |
| 868,577 | 875,711 |
|
|
|
|
|
| Equity |
|
|
|
| Equity share capital | 11 | 778,071 | 779,157 |
| Retained earnings - Revenue | | (9,663) | (196) |
| Retained earnings - Capital | | 100,169 | 96,750 |
| Total equity |
| 868,577 | 875,711 |
| | | | |
| Number of shares in issue |
|
|
|
| Ordinary shares | 11 | 771,009,707 | 772,509,707 |
|
|
| 771,009,707 | 772,509,707 |
| | | | |
| Net asset value per ordinary share (pence) |
| 112.65 | 113.36 |
The unaudited condensed interim financial statements were approved and authorised for issue by the Board on 28 November 2023 and signed on their behalf by:
| Shonaid Jemmett-Page | | Sian Hill |
| Chairman | | Director |
The accompanying notes form an integral part of these unaudited condensed interim financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2023 (unaudited)
| | | | For the six months ended 30 September 2023 | | For the six months ended 30 September 2022 | ||||||
| | Note | | Revenue £'000 | Capital £'000 | Total £'000 | | Revenue £'000 | Capital £'000 | Total £'000 | ||
| Net gain on investments | 8 | | 1,316 | 19,734 | 21,050 | | 1,397 | 18,017 | 19,414 | ||
|
|
|
| 1,316 | 19,734 | 21,050 |
| 1,397 | 18,017 | 19,414 | ||
| Operating expenses |
|
|
|
|
|
|
|
|
| ||
| Other expenses | 4 | | (6,869) | - | (6,869) | | (5,441) | (1,405) | (6,846) | ||
| Investment acquisition costs | | | - | (1,198) | (1,198) | | - | (717) | (717) | ||
| Operating (loss)/profit |
|
| (5,553) | 18,536 | 12,983 |
| (4,044) | 15,895 | 11,851 | ||
| Foreign exchange movements on working capital | | | - | 332 | 332 | | 1,276 | 1,611 | 2,887 | ||
| Finance income | | | 988 | - | 988 | | 6,275 | - | 6,275 | ||
| Finance expense | | | (4,902) | - | (4,902) | | - | - | - | ||
| (Loss)/profit for the period before tax |
|
| (9,467) | 18,868 | 9,401 |
| 3,507 | 17,506 | 21,013 | ||
| Tax charge | 5 | | - | - | - | | - | - | - | ||
| (Loss)/Profit for the period after tax |
|
| (9,467) | 18,868 | 9,401 |
| 3,507 | 17,506 | 21,013 | ||
| (Loss)/Profit and total comprehensive (loss)/income |
|
| (9,467) | 18,868 | 9,401 |
| 3,507 | 17,506 | 21,013 | ||
| | | | | |
| | | |
| ||
| Weighted average number of shares |
|
|
|
|
|
|
|
|
| ||
| Basic | | | | |
| | | |
| ||
| Ordinary shares | 7 | | 772,435,390 | 772,435,390 | 772,435,390 | | 773,427,686 | 773,427,686 | 773,427,686 | ||
| Diluted | |
| | |
| | | |
| ||
| Ordinary shares | 7 |
| 772,435,390 | 772,435,390 | 772,435,390 | | 773,427,692 | 773,427,692 | 773,427,692 | ||
| | |
| | |
| | | |
| ||
| Earnings per share |
|
|
|
|
|
|
|
|
| ||
| Basic earnings from continuing operations in the period (pence) | | |
| |
| | | |
| ||
| Ordinary shares | 7 | | (1.22) | 2.44 | 1.22 | | 0.45 | 2.27 | 2.72 | ||
| Diluted earnings from continuing operations in the period (pence) | | | | |
| | | |
| ||
| Ordinary shares | 7 | | (1.22) | 2.44 | 1.22 | | 0.45 | 2.27 | 2.72 | ||
| | | | | |
| | | |
| ||
The accompanying notes form an integral part of these unaudited condensed interim financial statements.
Condensed Statement of Changes in Equity
For the six months ended 30 September 2023 (unaudited)
| | | | For the period from | |||
| | Note | | Share capital | Retained earnings-Revenue | Retained earnings-Capital | Total equity |
| Opening net assets as at 1 April 2022 | 11 | | 779,896 | (2,724) | 45,174 | 822,346 |
| Issue of share capital | 11 | | 295 | - | - | 295 |
| Share issue costs | | | (92) | - | - | (92) |
| Dividends paid during the period | | | - | - | (11,599) | (11,599) |
| Profit and total comprehensive income for the period | | | - | 3,507 | 17,506 | 21,013 |
| Closing net assets attributable to shareholders as at 30 September 2022 |
|
| 780,099 | 783 | 51,081 | 831,963 |
| | | | For the period from 1 October 2022 to 31 March 2023 | |||
| | Note | | Share capital | Retained earnings-Revenue | Retained earnings-Capital | Total equity |
| Opening net assets as at 30 September 2022 | 11 | | 780,099 | 783 | 51,081 | 831,963 |
| Dividends paid during the period | 12 | | - | - | (15,473) | (15,473) |
| Shares repurchased in the period | | | (943) | - | - | (943) |
| Share issue costs | | | 1 | - | - | 1 |
| (Loss)/Profit and total comprehensive (loss)/income for the period | | | - | (979) | 61,142 | 60,163 |
| Closing net assets attributable to shareholders as at 31 March 2023 |
|
| 779,157 | (196) | 96,750 | 875,711 |
| | | | For the period from 1 April 2023 to 30 September 2023 | |||
| | Note | | Share capital | Retained earnings-Revenue | Retained earnings-Capital | Total equity |
| Opening net assets as at 1 April 2023 | 11 | | 779,157 | (196) | 96,750 | 875,711 |
| Shares repurchased during the period | 11 | | (1,086) | - | - | (1,086) |
| Dividends paid during the period | 12 | | - | - | (15,449) | (15,449) |
| (Loss)/Profit and total comprehensive (loss)/income for the period | | | - | (9,467) | 18,868 | 9,401 |
| Closing net assets attributable to shareholders as at 30 September 2023 |
|
| 778,071 | (9,663) | 100,169 | 868,577 |
The accompanying notes form an integral part of these unaudited condensed interim financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2023 (unaudited)
| | Note | For the six 30 September 2023 £'000 | For the six 30 September 2022 £'000 |
| Operating activities |
|
|
|
| Operating profit for the period | | 12,983 | 11,851 |
| | | | |
| Adjustments for non-cash movements | | | |
| Net gain on investments at fair value through profit or loss | 8 | (21,050) | (19,414) |
| (Increase)/Decrease in receivables | | (801) | 39,356 |
| Increase in payables | | 3,485 | 1,815 |
| Decrease in foreign exchange derivative | | - | 8,072 |
| Net cash flows (used in)/generated from operating activities |
| (5,383) | 41,680 |
| | | | |
| Cash flows (used in)/generated from investing activities |
|
|
|
| Investment additions | 8 | (2,761) | (3,050) |
| Finance income received | | 175 | 6,275 |
| Net cash flows (used in)/generated from investing activities |
| (2,586) | 3,225 |
| | | | |
| Cash flows generated from/(used in) financing activities |
|
|
|
| Issue of share capital | 11 | - | 295 |
| Payment of issue costs | 11 | - | (92) |
| Shares repurchased | | (870) | - |
| Loan drawn down | | 148,992 | - |
| Finance costs paid | | (4,042) | - |
| Dividends paid | 12 | (15,450) | (11,599) |
| Bank interest received | | 385 | - |
| Net cash flows generated from/(used in) financing activities |
| 129,015 | (11,396) |
| | | | |
| Net increase in cash and cash equivalents during the period | | 121,046 | 33,509 |
| Cash and cash equivalents at the beginning of the period | | 10,498 | 353,734 |
| Exchange translation movement | | (676) | 2,887 |
| Cash and cash equivalents at the end of the period |
| 130,868 | 390,130 |
The accompanying notes form an integral part of these unaudited condensed interim financial statements.
Notes to the interim financial statements
1. General information
Cordiant Digital Infrastructure Limited (the Company; LSE ticker: CORD) was incorporated and registered in Guernsey on 4 January 2021 with registered number 68630 as a non-cellular company limited by shares and is governed in accordance with the provisions of the Companies (Guernsey) Law 2008 (as amended). The registered office address is East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The Company's ordinary shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 16 February 2021 and its C Shares on 10 June 2021. On 20 January 2022, all C Shares were converted to ordinary shares. A second issuance of ordinary shares took place on 25 January 2022. Note 11 gives more information on share capital.
2. Accounting policies
The principal accounting policies applied in the preparation of these unaudited condensed interim financial statements are set out below. These policies have been consistently applied, unless otherwise stated.
Basis of preparation
The unaudited condensed interim financial statements have been prepared on a historical cost basis as modified for the measurement of certain financial instruments at fair value through profit or loss and in accordance with IFRS, AIC SORP and applicable company law. They are presented in pounds sterling, which is the currency of the primary economic environment in which the Company operates and are rounded to the nearest thousand, unless otherwise stated. The principal accounting policies are set out below.
The unaudited condensed interim financial statements have been prepared under IAS 34 'Interim Financial Reporting'. The presentation and accounting policies used in the preparation of the unaudited condensed interim financial statements are consistent with those that are adopted in the annual financial statements, except for the adoption of new standards effective as at 1 April 2023. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. These amendments are not expected to have an impact on the unaudited condensed interim financial statements of the Company.
The financial information contained in this Interim Report does not constitute statutory accounts as defined in Section 243 of the Companies (Guernsey) Law 2008 as amended. The unaudited condensed interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual financial statements for the year ended 31 March 2023.
Going concern
The financial statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
While the conflict in Ukraine and market volatility during the period have affected the way in which the business activities of the Company's investee companies are conducted, this did not have a material direct effect on the results of the business. The Directors are satisfied that the resulting macroeconomic environment is not likely to significantly restrict business activity.
The Directors and Investment Manager are actively monitoring these risks and their potential effect on the Company and its underlying investments. In particular, they have considered the following specific key potential impacts:
| - | increased volatility in the fair value of investments |
| - | disruptions to business activities of the underlying investments; and |
| - | recoverability of income and principal and allowance for expected credit losses. |
In considering the above key potential impacts of the conflict in Ukraine and market volatility on the Company and its underlying investments, the Investment Manager has assessed these with reference to the mitigation measures in place. Based on this assessment, the Directors do not consider that the effects of the conflict in Ukraine and market volatility have created a material uncertainty over the assessment of the Company as a going concern.
As further detailed in note 8 to the financial statements, the Company uses a third-party valuation provider to perform a reasonableness assessment of the Investment Manager's valuation of the underlying investments. Additionally, the Investment Manager and Directors have considered the cash flow forecast to determine the term over which the Company can remain viable given its current resources.
On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least the period from 28 November 2023 to 30 November 2024, being the period of assessment considered by the Directors. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Accounting for subsidiaries
The Directors have concluded that the Company has all the elements of control as prescribed by IFRS 10 'Consolidated Financial Statements' in relation to all its subsidiaries and that the Company satisfies the three essential criteria to be regarded as an Investment Entity as defined in IFRS 10. The three essential criteria are that the entity must:
| - | obtain funds from one or more investors for the purpose of providing these investors with professional investment management services; |
| - | commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation, investment income or both; and |
| - | measure and evaluate the performance of substantially all of its investments on a fair value basis. |
In satisfying the second essential criterion, the notion of an investment time frame is critical, and an Investment Entity should have an exit strategy for the realisation of its investments. The Board has approved a divestment strategy under which the Investment Manager will, within two years from acquisition of an investment and at least annually thereafter, undertake a review of the current condition and future prospects of the investment. If the Investment Manager concludes that:
| - | the future prospects for an investment are insufficiently strong to meet the Company's rate of return targets; or |
| - | the value that could be realised by an immediate disposal would outweigh the value of retaining the investment; or |
| - | it would be more advantageous to realise capital for investment elsewhere than to continue to hold the investment; |
| - | the Investment Manager will take appropriate steps to dispose of the investment. |
Also as set out in IFRS 10, further consideration should be given to the typical characteristics of an Investment Entity, which are that:
| - | it should have more than one investment, to diversify the risk portfolio and maximise returns; |
| - | it should have multiple investors, who pool their funds to maximise investment opportunities; |
| - | it should have investors that are not related parties of the entity; and |
| - | it should have ownership interests in the form of equity or similar interests. |
The Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an Investment Entity. Therefore, subsidiaries are measured at fair value through profit or loss, in accordance with IFRS 9 'Financial Instruments'. Fair value is measured in accordance with IFRS 13 'Fair Value Measurement'.
Financial instruments
In accordance with IFRS 9, financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income when there is a currently enforceable legal right to offset the recognised amounts and the Company intends to settle on a net basis or realise the asset and liability simultaneously.
Financial assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics. All purchases of financial assets are recorded at the date on which the Company became party to the contractual requirements of the financial asset.
The Company's financial assets principally comprise investments held at fair value through profit or loss, cash and cash equivalents and trade receivables.
Financial assets are recognised at the date of the purchase or the date on which the Company became party to the contractual requirements of the asset. Investments are initially recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Statement of Comprehensive Income as incurred.
A financial asset is derecognised (in whole or in part) either:
| - | when the Company has transferred substantially all the risks and rewards of ownership; or |
| - | when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or |
| - | when the contractual right to receive cash flow has expired. |
Investments held at fair value through profit or loss
Investments are classified upon initial recognition as held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point.
The loans provided to subsidiaries are held at fair value through profit or loss as they form part of a managed portfolio of assets whose performance is evaluated on a fair value basis. These loans are recognised at the loan principal value, which is considered to be equal to its fair value, plus outstanding interest. Any gains or losses on the loan investment are recognised in profit or loss.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is calculated on an unlevered, discounted cash flow basis in accordance with IFRS 13.
When available, the Company measures fair value using the quoted price in an active market. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account when pricing a transaction.
Valuation process
The Investment Manager is responsible for proposing the valuation of the assets held by the Company, and the Directors are responsible for reviewing the Company's valuation policy and approving the valuations.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments with an original maturity of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade receivables
Trade receivables are classified as financial assets at amortised cost. They are measured at amortised cost less impairment assessed using the simplified approach of the expected credit loss (ECL) model based on experience of previous losses and expectations of future losses. Trade and other receivables are recorded based on agreements entered into with entities with no notable history of default causing the ECL of these receivables to be immaterial and therefore no ECL has been recorded.
Financial liabilities
Financial liabilities are classified according to the substance of the contractual agreements entered into and are recorded on the date on which the Company becomes party to the contractual requirements of the financial liability.
The Company's financial liabilities measured at amortised cost include trade and other payables, intercompany loans and other short-term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.
Equity
Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the assets of the Company after the deduction of all liabilities. The Company's ordinary shares and Subscription Shares are classified as equity.
Share issue costs directly attributable to the issue of ordinary shares are shown in equity as a deduction from share capital. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity.
Dividends
Dividends payable are recognised as distributions in the financial statements when the Company's obligation to make payment has been established.
Revenue recognition
Dividend income is recognised when the Company's entitlement to receive payment is established. Other income is accounted for on an accruals basis using the effective interest rate method.
Expenses
Expenses include legal, accounting, auditing and other operating expenses. They are recognised on an accruals basis in the Statement of Comprehensive Income in the period in which they are incurred.
Taxation
Current tax is the expected tax payable on the taxable income for the period, using tax rates that have been enacted or substantively enacted at the date of the Statement of Financial Position.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments, except where the Company is able to control the timing of the reversal of the difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the Statement of Comprehensive Income except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets and liabilities are not discounted.
Foreign currencies
The functional currency of the Company is sterling, reflecting the primary economic environment in which it operates. The Company has chosen pounds sterling as its presentation currency for financial reporting purposes.
Transactions during the period, including purchases and sales of investments, income and expenses are translated into pound sterling at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in currencies other than pound sterling are retranslated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a currency other than pound sterling are translated using the exchange rates at the dates of the initial transactions and are not subsequently retranslated.
Non-monetary items measured at fair value in a currency other than pounds sterling are translated using the exchange rates at the date when the fair value was determined. Foreign currency transaction gains and losses on financial instruments classified as at fair value through profit or loss are included in profit or loss in the Statement of Comprehensive Income as part of the change in fair value of investments.
Foreign currency transaction gains and losses on financial instruments are included in profit or loss in the Statement of Comprehensive Income as 'Net gains on investments'.
Segmental reporting
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors as a whole. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the Company's NAV, as calculated under IFRS as issued by the IASB, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the Interim Report.
For management purposes, the Company is organised into one main operating segment, which invests in Digital Infrastructure assets.
Due to the Company's nature, it has no customers.
New standards, amendments and interpretations issued and effective for the financial period beginning 1 April 2023
The Board of Directors has considered new standards and amendments that are mandatorily effective from 1 April 2023 and determined that these do not have material impact on the Company and are not expected to significantly affect the current or future periods.
New standards, amendments and interpretations issued but not yet effective
There are a number of new standards, amendments to standards and interpretations which are not yet mandatory for the 30 September 2023 reporting period and have not been adopted early by the Company. These standards are not expected to have a material impact on the financial statements of the Company in the current or future reporting periods or on foreseeable future transactions.
3. Significant accounting judgements, estimates and assumptions
The preparation of the unaudited condensed interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Assessment as an Investment Entity
In the judgement of the Directors, the Company qualifies as an investment entity under IFRS 10 and therefore its subsidiary entities have not been consolidated in the preparation of the financial statements. Further details of the impact of this accounting policy are included in note 9.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the six-month period ended 30 September 2023 is included in note 8 and relates to the determination of fair value of investments with significant unobservable inputs.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The resulting accounting estimates will, by definition, seldom equal the related actual results. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
4. Other expenses
Other expenses in the Condensed Statement of Comprehensive Income comprise:
| | For the six | For the six |
| Management fees | 3,100 | 3,932 |
| Legal and professional fees | 259 | 1,546 |
| Discontinued deal fees | 2,873 | 1,110 |
| Directors' fees | 93 | 93 |
| Audit fees | 85 | 83 |
| Other expenses | 459 | 82 |
|
| 6,869 | 6,846 |
5. Taxation
As an investment trust, the Company is exempt from UK tax on capital gains on any disposal of shares. To the extent it has qualifying interest income, it may make a streaming election to treat part or all of its distributions as interest distributions, and will be entitled to deduct any interest distributions paid out of profits arising from its loan relationships in computing its UK corporation tax liability.
It is anticipated that the Company will meet the conditions for the UK dividend exemption and will be exempt from UK tax on any dividend income received.
No tax expense or liability has been recognised in these unaudited condensed interim financial statements because the Company's tax-deductible expenses exceed taxable income.
The Company does not recognise deferred tax assets in respect of taxable losses because it does not expect to have profits against which those losses can be utilised.
6. Management and performance fees
Under the investment management agreement dated 29 January 2021 between the Company, the Investment Manager and Cordiant Digital Infrastructure Management LLP, the Investment Manager is entitled to receive an annual management fee and a performance fee, plus any applicable VAT, in addition to the reimbursement of reasonable expenses incurred by it in the performance of its duties.
Management fee
The Investment Manager receives from the Company an annual management fee, based on the average market capitalisation of the Company, calculated and paid monthly in arrears using the average market capitalisation for each LSE trading day for the relevant month. The management fee has been payable since 30 April 2021, being the date on which more than 75% of the IPO proceeds were deployed in investment activities.
The annual management fee is calculated on the following basis:
? 1.00% of the average market capitalisation up to £500 million;
? 0.90% of the average market capitalisation between £500 million and £1 billion; and
? 0.80% of the average market capitalisation in excess of £1 billion.
Following the publication of each Interim Report and Annual Report and financial statements, the Investment Manager is required to apply an amount, in aggregate, equal to 10% of the annual management fee for the preceding six-month period in the following manner:
a) if the average trading price, calculated over the 20 trading days immediately preceding the announcement date, is equal to, or higher than, the last reported NAV per ordinary share (as adjusted to reflect any dividends reflected in the average trading price) the Investment Manager shall use the relevant amount to subscribe for new ordinary shares (rounded down to the nearest whole number of ordinary shares), issued at the average trading price; or
b) if the average trading price is lower than the last reported NAV per ordinary share (as adjusted to reflect any dividends reflected in the average trading price) the Investment Manager shall, as soon as reasonably practicable, use the relevant amount to make market purchases of ordinary shares (rounded down to the nearest whole number of ordinary shares) within two months of the relevant NAV announcement date.
Even though the annual management fee is payable on a monthly basis, ordinary shares are only acquired by the Investment Manager on a half-yearly basis.
Any ordinary shares subscribed or purchased by the Investment Manager pursuant to the above arrangements are, subject to usual exceptions, subject to a lock-up of 12 months from the date of subscription or purchase.
For the six months ended 30 September 2023, the Investment Manager has charged management fees of £3.1 million (30 September 2022: £3.9 million) to the Company, with £0.6 million (30 September 2022: £1.6 million) owed at period end. During the six months ended 30 September 2023, the Investment Manager did not subscribe for any new ordinary shares (30 September 2022: £0.3 million) but made open market purchases of 444,772 shares at an average price of 73.8p per share (30 September 2022: no open market purchases).
Performance fee
The Investment Manager may in addition receive a performance fee on each performance fee calculation date, dependent on the performance of the Company's NAV and share price. The first performance fee calculation date is 31 March 2024, and subsequent calculation dates are on 31 March each year thereafter. The fee will be equal to 12.5% of the excess return over the target of 9% for the NAV return or share price return, whichever is the lower, multiplied by the time weighted average number of ordinary shares in issue (excluding any ordinary shares held in treasury) during the relevant period.
Any performance fee is to be satisfied as follows:
| - | as to 50% in cash; and | |
| - | as to the remaining 50% of the performance fee, subject to certain exceptions and the relevant regulatory and tax requirements: | |
| | a) | if the average trading price, calculated over the 20 trading days immediately preceding the performance fee calculation date, is equal to or higher than the last reported NAV per ordinary share (as adjusted to reflect any dividends reflected in the average trading price) the Company will issue to the Investment Manager such number of new ordinary shares (credited as fully paid) as is equal to the performance fee investment amount divided by the average trading price (rounded down to the nearest whole number of ordinary shares); or |
| | b) | if the average trading price is lower than the last reported NAV per ordinary share (as adjusted to reflect any dividends reflected in the average trading price) then the Company shall (on behalf of, and as agent for, the Investment Manager) apply the performance fee investment amount in making market purchases of ordinary shares, provided any such ordinary shares are purchased at prices below the last reported NAV per ordinary share. |
Any ordinary shares subscribed or purchased by the Investment Manager pursuant to the above arrangements will, subject to usual exceptions, be subject to a lock-up of 36 months from the date of subscription or purchase.
For the period ended 30 September 2023, no performance fee is due to the Investment Manager (30 September 2022: £nil) and no amount has been accrued as the share price performance hurdle has not been met.
7. Earnings per share and net asset value per share
Earnings per share
Ordinary shares
| For the six months ended 30 September 2023 | Basic | Diluted |
| Allocated profit attributable to this share class - £'000 | 9,401 | 9,401 |
| Weighted average number of shares in issue | 773,392,830 | 773,392,830 |
| Earnings per share from continuing operations in the period (pence) | 1.22 | 1.22 |
| For the six months ended 30 September 2022 | Basic | Diluted |
| Allocated profit attributable to this share class - £'000 | 21,013 | 21,013 |
| Weighted average number of shares in issue | 773,427,686 | 773,427,692 |
| Earnings per share from continuing operations in the period (pence) | 2.72 | 2.72 |
As at 31 March 2023 there were 6,434,884 potentially dilutive Subscription Shares in issue. During the six months ended 30 September 2023 no additional Subscription Shares had been issued.
Net asset value per share
| | As at | As at |
| Net asset value - £'000 | 868,577 | 875,711 |
| Number of shares | 771,009,707 | 772,509,707 |
| Net asset value per share (pence) | 112.65 | 113.36 |
8. Investments at fair value through profit or loss
| As at 30 September 2023 | Loans | Equity | Total |
| Opening balance | 37,350 | 834,965 | 872,315 |
| Additions | 2,761 | - | 2,761 |
| Net gains on investments | 1,316 | 19,734 | 21,050 |
|
| 41,427 | 854,699 | 896,126 |
| As at 31 March 2023 | Loans | Equity | Total |
| Opening balance | 27,671 | 382,185 | 409,856 |
| Additions | 4,691 | 379,724 | 384,415 |
| Net gains on investments | 4,988 | 73,056 | 78,044 |
|
| 37,350 | 834,965 | 872,315 |
The terms of the Company's direct investment in CDIL Data Centre USA LLC, the legal entity operating as Hudson Interxchange (Hudson) remains unchanged from those disclosed in the Company's Annual Report 2023. The Company made an additional loan investment in Hudson of £2.8 million during the period ended 30 September 2023. As at 30 September 2023, the equity investment in Hudson was valued at £41.3 million and the loan investment in Hudson at £7.6 million. The total investment in Hudson was valued at £48.9 million.
The value of the Company's indirect investment in ?eské Radiokomunikace a.s. (CRA), as at 30 September 2023 was £388.6 million (31 March 2023: £389.1 million), comprising an equity investment valued at £362.5 million (31 March 2023: £362.9 million) and a loan investment of £26.1 million (31 March 2023: £26.2 million).
During the period, Cordiant Digital Holdings One Limited (CDH1), a subsidiary of the Company, restructured part of its equity investment in Emitel amounting to PLN192.5 million to a loan investment. Interest accrued on the loan investment during the period ended 30 September 2023 amounted to £0.9 million. As at 30 September 2023, the Emitel loan investment is valued at £36.9 million and the remaining equity investment is valued at £424.3 million (31 March 2023: £429.0 million). The Company's total indirect investment in Emitel is £461.2 million.
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:
| - | Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| - | Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| - | Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs). |
The determination of what constitutes 'observable' requires significant judgement by the Company. The Directors consider observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The Company's investments have been classified within Level 3 as the investments are not traded and contain unobservable inputs. The valuations have been carried out by the Investment Manager. In order to obtain assurance in respect of the valuations calculated by the Investment Manager, the Company has engaged a third-party valuations expert to carry out an independent assessment of the unobservable inputs and of the forecast cash flows of the Company's investments.
The Company's investments in CRA, Hudson and Emitel have been valued using a DCF methodology. This involves forecasting the entity's future cash flows, taking into account the terms of existing contracts, expected rates of contract renewal and targeted new contracts, and the economic and geopolitical environment. These cash flows are discounted at the entity's estimated weighted average cost of capital (WACC). This method also requires estimating a terminal value, being the value of the investment at the end of the period for which cash flows can be forecast with reasonable accuracy, which is March 2030 for CRA, December 2030 for Emitel and March 2037 for Hudson. The terminal value is calculated using an assumed terminal growth rate (TGR) into perpetuity based on anticipated industry trends and long-term inflation rates.
Both the Investment Manager and the third-party valuation expert use a combination of other valuation techniques to verify the reasonableness of the DCF valuations, as recommended in the International Private Equity and Venture Capital (IPEV) Valuation Guidelines:
| - | earnings multiple: applying a multiple, derived largely from comparable listed entities in the market, to the forecast EBITDA of the entity to calculate an enterprise value, and then deducting the fair value of any debt in the entity; |
| - | DCF with multiple: calculating a DCF valuation of the cash flows of the entity to the end of the period for which cash flows can be forecast with reasonable accuracy, and then applying a multiple to EBITDA at the end of that period to estimate a terminal value; and |
| - | dividend yield: forecasting the entity's capacity to pay dividends in the future and applying an equity yield to that forecast dividend, based on comparable listed entities in the market. |
The DCF valuations derived by the Investment Manager and those derived by the third-party valuation expert were not materially different from each other, and the other valuation techniques used provided assurance that the DCF valuations are reasonable.
9. Unconsolidated subsidiaries
The following table shows subsidiaries of the Company. As the Company qualifies as an Investment Entity under IFRS 10, these subsidiaries have not been consolidated in the preparation of these financial statements:
| Investment | Place of business | Ownership interest | Ownership interest at 31 March 2023 |
| Held directly |
|
|
|
| Cordiant Digital Holdings UK Limited | United Kingdom | 100% | 100% |
| CDIL Data Centre USA LLC | USA | 100% | 100% |
| | | | |
| Held indirectly |
|
|
|
| Cordiant Digital Holdings One Limited | United Kingdom | 100% | 100% |
| Cordiant Digital Holdings Two Limited | United Kingdom | 100% | 100% |
| Communications Investments Holdings s.r.o. | Czech Republic | 100% | 100% |
| ?eské Radiokomunikace a.s. (Czechia) | Czech Republic | 100% | 100% |
| Czech Digital Group, a.s | Czech Republic | 100% | 100% |
| Emitel S.A. | Poland | 100% | 100% |
| Allford Investments S.A. | Poland | 100% | 100% |
| EM Properties sp. z o. o. | Poland | 100% | 100% |
| EM Projects sp. z o. o. | Poland | 100% | 100% |
| EM Tower sp.z.o.o | Poland | 100% | - |
| Hub Investments sp. z o. o. | Poland | 100% | 100% |
The registered office of the subsidiaries located in the Czech Republic is Skokanska 2117/1, 169 00, Prague 6. The registered office of the subsidiaries located in the UK is 63 St James's Street, London, SW1A 1LY. The registered office of the subsidiary located in the US is 60 Hudson Street suite 116B, New York, NY 10013.
The amounts invested in the Company's unconsolidated subsidiaries during the six months ended 30 September 2023 and their carrying value at 30 September 2023 are as outlined in note 8.
There are certain restrictions on the ability of the Company's unconsolidated subsidiaries in the Czech Republic to transfer funds to the Company in the form of cash dividends or repayment of loans. In accordance with the documentation relating to loans made by various banks to CRA, such cash movements are subject to limitations on amounts and timing, and satisfaction of certain conditions relating to leverage and interest cover ratio. The Directors do not consider that these restrictions are likely to have a significant effect on the ability of the Company's subsidiaries to transfer funds to the Company.
Subsidiaries held in the Czech Republic and Poland are profitable and cash generative, and do not need the financial support of the Company. The subsidiary based in the US will receive the financial support of the Company for a period of at least 12 months from the publication of this report.
10. Receivables
| | 30 September 2023 | 31 March 2023 |
| Cash collateral* | 9,182 | 9,130 |
| Other debtors | 3,380 | 2,573 |
| Expenses paid on behalf of related parties | 2,878 | 2,866 |
| Prepayments | 59 | 77 |
| Interest receivable | - | 34 |
|
| 15,499 | 14,680 |
* Cash collateral relates to one security deposit held in money market accounts (31 March 2023: one security deposit held in money market accounts). An amount of USD11.3 million (£9.2 million) relates to collateral for a letter of credit relating to the lease of the building occupied by Hudson, and generated interest of 0.73% per annum during the period ended 30 September 2023.
11. Share capital
Subject to any special rights, restrictions, or prohibitions regarding voting for the time being attached to any shares, holders of ordinary shares have the right to receive notice of and to attend, speak and vote at general meetings of the Company and each holder being present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each ordinary share that they hold.
Holders of ordinary shares are entitled to receive and participate in any dividends or distributions of the Company in relation to assets of the Company that are available for dividend or distribution. On a winding-up of the Company, the surplus assets of the Company available for distribution to the holders of ordinary shares (after payment of all other debts and liabilities of the Company attributable to the ordinary shares) shall be divided amongst the holders of ordinary shares pro rata according to their respective holdings of ordinary shares.
Ordinary shares
| | 30 September 2023 Number of shares | Share capital £'000 | 31 March 2023 Number of shares | Share capital £'000 |
| Issued and fully paid | 773,559,707 | 780,100 | 773,559,707 | 780,100 |
| Cancellation of treasury shares | - | - | - | - |
| Issued and fully paid at period/year end | 773,559,707 | 780,100 | 773,559,707 | 780,100 |
| Shares held in treasury | (2,550,000) | (2,029) | (1,050,000) | (943) |
| Outstanding shares at period/year end | 771,009,707 | 778,071 | 772,509,707 | 779,157 |
Holders of ordinary shares are entitled to all dividends paid by the Company on the ordinary shares and, on a winding up, provided the Company has satisfied all of its liabilities, ordinary shareholders are entitled to all of the surplus assets of the Company attributable to the ordinary shares.
Subscription shareholders carry no right to any dividends paid by the Company and have no voting rights.
No Subscription Shares have been exercised between 30 September 2023 and the date of this report.
Treasury shares
| | 30 September 2023 Number of shares | 31 March 2023 Number of shares |
| Opening balance | 1,050,000 | - |
| Shares repurchased during the period/year | 1,500,000 | 1,050,000 |
| Closing balance at period/year end | 2,550,000 | 1,050,000 |
During the year ended 31 March 2023, the Company initiated a share buyback programme. Investec, as the Company's joint broker, has been given limited authority to undertake market buybacks. 1,500,000 ordinary shares (31 March 2023: 1,050,000 ordinary shares) have been repurchased and held in treasury by the Company during the period ended 30 September 2023.
Subscription shareholders have no right to any dividends paid by the Company and have no voting rights.
12. Dividends declared with respect to the period
| Dividends declared | Dividend | Total dividend |
| First interim dividend in respect of the period ended 30 September 2023 | 2.00 | 15,420 |
| Second interim dividend in respect of the year ended 31 March 2023 | 2.00 | 15,449 |
|
| 2.00 | 15,449 |
| Dividends declared | Dividend | Total dividend |
| Second interim dividend in respect of the year ended 31 March 2023 | 1.50 | 8,920 |
|
| 1.50 | 8,920 |
On 28 November 2023, the Board approved a distribution of 2.00 pence per share with respect to the six months ended 30 September 2023. The record date for the distribution is 8 December 2023 and the payment date is 22 December 2023.
13. Related party transactions
Directors
The Company has four non-executive Directors, each of whom is considered to be independent. Directors' fees for the six months ended 30 September 2023 amounted to £92,500 (30 September 2022: £92,500), of which £nil (31 March 2023: £nil) was outstanding at the period end.
Investments
As part of the initial acquisition of Communications Investments Holdings s.r.o. (CIH) in April 2021, the Company acquired a loan due from CIH which accrues interest at 9.9% per annum. The loan investment was transferred to the Company's subsidiary Cordiant Digital Holdings Two Ltd (CDH2) on 31 May 2022, in exchange for a promissory note. The balance on the promissory note investment at 30 September 2023, including accrued interest, was £32.2 million (31 March 2023: £32.6 million).
In January 2022, the assets of Hudson were acquired by the Company's subsidiary CDIL Data Centre USA LLC. The Company provided funding for this transaction in the form of equity contributions. The balance of the equity investment at 30 September 2023, was £52.5 million (31 March 2023: £52.2 million). The Company has also provided additional funding during the period ended 30 September 2023 in the form of loans totalling £2.8 million.
Company subsidiaries
During the period ended 30 September 2023, the Company borrowed an additional £149.0 million (EUR 172.9 million) from its indirect subsidiary, Cordiant Digital Holdings Two Limited (CDH2) to bring its total borrowings owing to CDH2 to £168.9 million (EUR 196.0 million) as at 30 September 2023. The loan is subject to interest charged at a variable rate. Interest charged during the period amounted to £4.0 million (30 September 2022: nil) of which £1.3 million remains outstanding at period end and is included in current liabilities on the Statement of Financial Position.
The expenses paid by the Company on behalf of its subsidiary companies during the period amounted to £2.9 million (30 September 2022: £0.2 million).
14. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.
15. Subsequent events
On 18 October 2023, the Company acquired Speed Fibre DAC, Ireland's leading open access fibre infrastructure provider which operates via its subsidiaries Enet and Magnet Plus. The Company has funded this acquisition through a combination of equity and debt.
On 30 June 2023, the Company's subsidiary Cordiant Digital Holdings UK Ltd (CDHUK) entered into an agreement to acquire 74.99% of the shares of Norkring België N.V. (Norkring), a Belgian broadcasting company. On 1 November 2023, CDHUK entered into an agreement to acquire the remaining 25.01% of Norkring. Both agreements are conditional upon receiving clearance under Belgium's foreign direct investment rules. CDHUK is acquiring Norkring for a total enterprise value of ?5.25 million, subject to customary adjustments.
Other than the events above and dividends declared as disclosed in note 12, there are no other material subsequent events.
Glossary of capitalised defined terms
| Administrator means Aztec Financial Services (Guernsey) Limited |
| AFFO means adjusted funds from operations |
| AIC means the Association of Investment Companies |
| AIC Code means the AIC Code of Corporate Governance |
| AIC SORP means the AIC Statement of Recommended Practice |
| Board means the board of Directors of the Company |
| CIH means Communications Investments Holdings s.r.o. |
| Company means Cordiant Digital Infrastructure Limited |
| Company's Annual Report 2023 means the Company's annual report for the year ended 31 March 2023 |
| Company Law means the Companies (Guernsey) Law 2008 |
| Company's Prospectus means the prospectus issued by the Company on 29 January 2021 in relation to its IPO |
| CRA means ?eské Radiokomunikace s.a. |
| C Shares means C shares of no par value each in the capital of the Company issued pursuant to the Company's placing programme as an alternative to the issue of ordinary shares |
| DCF means discounted cash flow |
| Digital Infrastructure means the physical infrastructure resources that are necessary to enable the storage and transmission of data by telecommunications operators, corporations, governments and individuals. These predominantly consist of mobile telecommunications/broadcast towers, data centres, fibre optic networks, in-building systems and, as appropriate, the land under such infrastructure. Digital Infrastructure assets do not include switching and routing equipment, servers and other storage devices or radio transmission equipment or software |
| Directors means the directors of the Company |
| DTR means the Disclosure Guidance and Transparency Rules issued by the FCA |
| EBITDA means earnings before interest, taxation, depreciation and amortisation |
| EEA means the European Economic Area |
| Emitel means Emitel S.A. |
| ESG means environmental, social and governance |
| EV means enterprise value |
| FCA means the UK Financial Conduct Authority |
| Hudson means Hudson Interxchange (previously operating under the name DataGryd Datacenters a trading name of CDIL Data Centre USA LLC) |
| IAS means international accounting standards as issued by the Board of the International Accounting Standards Committee |
| IASB means International Accounting Standards Board |
| IFRS means the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board |
| Interim Report means the Company's half yearly report and unaudited condensed interim financial statements for the six-month period ended 30 September 2023 |
| Investment Entity means an entity whose business purpose is to make investments for capital appreciation, investment income, or both. |
| Investment Manager means Cordiant Capital Inc. |
| IoT means the Internet of Things |
| IPEV Valuation Guidelines means the International Private Equity and Venture Capital Valuation Guidelines |
| IPO means the initial public offering of shares by a company to the public |
| LSE means the London Stock Exchange |
| NAV or net asset value means the value of the assets of the Company less its liabilities as calculated in accordance with the Company's valuation policy and expressed in pounds sterling |
| Norkring means Norkring België NV |
| RCF means revolving credit facility |
| Speed Fibre means Speed Fibre Designated Activity Company |
| Subscription Shares means redeemable subscription shares of no par value each in the Company, issued on the basis of one Subscription Share for every eight ordinary shares subscribed for in the IPO |
| TCFD means Task Force on Climate-related Financial Disclosures |
| UK or United Kingdom means the United Kingdom of Great Britain and Northern Ireland |
| US or United States means the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
| USD means United States dollars. |
| WACC means weighted average cost of capital. |
Directors and general information
Directors (all appointed 26 January 2021)
Shonaid Jemmett-Page Chairman
Sian Hill Audit Committee Chairman and Senior Independent Director
Marten Pieters
Simon Pitcher
All independent and of the registered office below.
Website www.cordiantdigitaltrust.com
ISIN (ordinary shares) GG00BMC7TM77
Ticker (ordinary shares) CORD
SEDOL (ordinary shares) BMC7TM7
Registered Company Number 68630
| Registered office East Wing Trafalgar Court Les Banques St Peter Port Guernsey GY1 3PP
| Legal advisors to the Company Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU |
| Investment manager Cordiant Capital Inc. 28th Floor Bank of Nova Scotia Tower 1002 Sherbrooke Street West Montreal QC H3A 3L6
| Carey Olsen (Guernsey) LLP Carey House Les Banques St Peter Port Guernsey GY1 4BZ |
| Company secretary and administrator Aztec Financial Services (Guernsey) Limited East Wing Trafalgar Court Les Banques Guernsey GY1 3PP | Registrar Computershare Investor Services (Guernsey) Limited 1st Floor Tudor House Le Bordage St Peter Port Guernsey GY1 4BZ
|
| Auditor BDO Limited PO Box 180 Place du Pre Rue du Pre St Peter Port Guernsey GY1 3LL
| Brokers Investec Bank plc 30 Gresham Street London EC2V 7QP |
| Principal banker and custodian The Royal Bank of Scotland International Limited Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey GY1 4BQ
| Jefferies International Limited 100 Bishopsgate London EC2N 4JL |
| Receiving agent Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6AH | |
Cautionary Statement
The Chairman's statement and Investment Manager's review have been prepared solely to provide additional information for shareholders to assess the Company's strategies and the potential for those strategies to succeed. These should not be relied on by any other party or for any other purpose.
The Chairman's statement and Investment Manager's review may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors and the Investment Manager, concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and distribution policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
The Company's actual investment performance, results of operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
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