REG - Cordiant Digital Inf - Full year results for the year ended 31 March 2025
19/06/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250619:nRSS4716Na&default-theme=true
RNS Number : 4716N Cordiant Digital Infrastructure Ltd 19 June 2025
19 June 2025
LEI: 213800T8RBBWZQ7FTF84
Cordiant Digital Infrastructure Limited
Full year results for the year ended 31 March 2025
Continued strong operating performance underpins strong results
Cordiant Digital Infrastructure Limited (the Company), the operationally
focused, specialist digital infrastructure investor, managed by Cordiant
Capital Inc (Cordiant or the Investment Manager), is pleased to announce its
full year results for the year ended 31 March 2025.
Highlights:
- Strong overall portfolio EBITDA growth for the year, increasing 9.3% over the
prior year to £151.4 million and revenue increasing 7.7% to £315.1 million,
on a like‑for‑like, pro forma(1), constant currency basis, reflecting:
o New broadcast contracts and telecom business at Emitel and CRA
o Strong growth in CRA's data centre and cloud business
o Cost control
o Impact of inflation-linked revenues
- NAV per share increased to 129.6p at 31 March 2025 (31 March 2024: 120.1p or
117.9p ex-dividend), driven by portfolio company EBITDA growth and a modest
(28bps) reduction in the weighted average discount rate. Based on 17 June 2025
closing share price, there was a discount of 25.5% to the current NAV per
share.
- Total return for the period of 11.6% of opening ex-dividend NAV (11.9%
excluding adverse foreign exchange movements), ahead of the 9% annual target.
Share price total return over the period was 43.1%.
- Target dividend for the year increased 3.6% to 4.35p, ahead of guidance; 4.6x
covered by portfolio EBITDA and 1.7x covered by adjusted funds from operations
(AFFO).
- Four acquisitions including bolt-ons announced and/or completed in the year;
on a pro forma basis the portfolio mix has diversified further with backbone
fibre now the largest segment, accounting for 34% of revenue, followed by
digital TV infrastructure at 29%.
- Growth capital expenditure of £29 million in the year to drive future
revenues, including:
o Construction of new telecom towers in Poland for mobile network operators
o Data centre and cloud investments in the Czech Republic on the back of
growing demand
o Digital audio broadcasting (DAB+) radio network investment at CRA and
Emitel following contract wins
o Connection capex for new customers at Speed Fibre
- Key regulatory permits for CRA's flagship 26MW data centre development Prague
Gateway have been secured, with ground works set to begin imminently and
initial discussions with potential anchor tenants progressing in parallel.
- c.£300 million of term debt refinanced in the year. No material debt
maturities in the portfolio before June 2029. Consolidated net gearing ratio
at 31 March 2025 of 40.3% calculated on GAV.
- 4.6 million additional shares acquired by the Company's directors, the
Investment Manager and its staff since 31 March 2024, including 3.8 million
shares acquired by Steven Marshall, Chairman of Cordiant Digital
Infrastructure Management. Total ownership of insiders is now at 2.0%.
- Management fees for the year ended 31 March 2025, calculated on market
capitalisation, represented 0.6% of NAV.
Outlook
The Company and its portfolio companies are well placed to benefit from the
continuing demand for Digital Infrastructure, evidenced by major contract wins
and renewals with blue chip and government customers during the year. The
underlying strengths of the Company and its portfolio, the growth in the
sector and the attractiveness of the Company's core markets together lead the
Board to look forward to the coming financial year with confidence.
Commenting, Shonaid Jemmett-Page,Chairman of Cordiant Digital Infrastructure
Limited, said:
"I am pleased to report another strong performance by the Company for the year
ending 31 March 2025, reflecting a strong performance by our portfolio
companies, which offer robust cash flows and strong earnings growth. We
maintained our focus on efficient investment in the existing portfolio,
through disciplined capex spend, coupled with bolt‑on acquisitions, where
appropriate. The Board remains disappointed with the continuing discount to
NAV. We continue to view the causes of this to be predominantly macroeconomic
factors, which are reflected across the financial markets, rather than being
specific to the Company. While the discount has narrowed, the Board believes
the gap remains unwarranted considering the Company's ongoing performance and
prospects. The Company is in a strong position to continue its approach to the
allocation of capital in support of shareholder returns through its Buy, Build
& Grow model."
1. EBITDA and revenue figures for Emitel and Speed Fibre are for the
12 months to 31 December 2024 as both companies have a 31 December financial
year end. To aid comparability, figures exclude the impact of DCU which has
only been part of the portfolio since February 2025.
Annual Report and results webcast for analysts
The 2025 Annual Report will be available to download at
cordiantdigitaltrust.com/investors/results-centre/ from 19 June 2025.
The Company will be hosting an analyst meeting at 10.00am GMT at the offices
of Deutsche Numis, 45 Gresham Street, London EC2V 7BF. For those wishing to
attend, please contact Ali AlQahtani at Celicourt via CDI@celicourt.uk.
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)
Deutsche Numis +44 (0) 20 7260 1000
Joint Corporate Broker
Hugh Jonathan / George Shiel
Celicourt +44 (0)20 7770 6424
PR Advisor
Philip Dennis / Ali AlQahtani / Charles Denley-Myerson
Notes to editors:
About the Company
Cordiant Digital Infrastructure Limited (the Company) primarily invests in
the core infrastructure of the digital economy: data centres; fibre-optic
networks; telecommunications and broadcast towers - in Europe and North
America. Further details about the Company can be found on its website
at www.cordiantdigitaltrust.com (http://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 €375 million debt package, comprising a €200 million Eurobond and €175
million of committed capex and revolving facilities, deploying capital into
six acquisitions: CRA, Hudson, Emitel, Speed Fibre, Belgian Tower Company and
Datacentre United, which together offer stable, often index-linked income, and
the opportunity for growth, in line with the Company's Buy, Build & Grow
model.
About the Investment Manager
Cordiant Capital Inc (Cordiant) 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.
Cordiant focuses on the next generation of infrastructure and real assets;
sectors (digital infrastructure, energy transition infrastructure and the
agriculture value chain) characterised by growth tailwinds and technological
dynamism. It also applies a strong sustainability and ESG overlay to its
investment activities.
With a mix of managed funds offering both value-add and core strategies in
equity and direct lending, Cordiant's sector investment teams (combining
experienced industry executives with traditional private capital investors)
work with investee companies to develop innovative, tailored financing
solutions backed by a comprehensive understanding of the sector and
demonstrated operating capabilities. In this way, Cordiant aims to provide
value to investors seeking to complement existing infrastructure equity and
infrastructure debt allocations.
Chairman's statement
The Company achieved a strong financial performance for the year to 31 March
2025, which resulted in a total return for the year of 11.6% of ex-dividend
opening NAV, ahead of the 9% annual target. NAV per share rose to 129.6p at
31 March 2025 (31 March 2024: 120.1p or 117.9p ex-dividend).
This strong financial performance has been delivered alongside significant
operational progress, including: advancing accretive capex opportunities;
material contract wins and extensions; refinancing the holding company and
portfolio debt facilities; a new portfolio investment to create a leading
Belgian data centre provider, Datacenter United; and bolt-on acquisitions to
existing portfolio companies, including Speed Fibre's agreement to acquire BT
Ireland's wholesale and enterprise business.
Portfolio performance
For the year to 31 March 2025, on a like-for-like, constant currency, pro
forma basis, aggregate portfolio company EBITDA increased by 9.3% to £151.4
million, driven by contract wins, the impact of bolt-on acquisitions, cost
control and the beneficial effects of contractual and other price escalators
on revenue. Aggregate portfolio company revenue increased by 7.7% to £315.1
million, on a like-for-like, constant currency, pro forma basis(1).
Again, the overall strength of the performance of our portfolio was key to the
Company's results for the year, with very good outcomes from Emitel and CRA, a
solid performance from Speed Fibre and continued progress at Hudson.
For further information about each of our portfolio companies see below.
Investment strategy and capital allocation
The Investment Manager has a Core Plus strategy that aims to generate a stable
and reliable 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.
Since its IPO in 2021, the Company has sought out high-quality,
cash-generating mid-market assets that we viewed as attractive investment
opportunities. Our disciplined approach has resulted in a strongly performing
portfolio acquired for an EV/EBITDA multiple of approximately 10.3x, which is
predominantly supported by blue‑chip customers and capable of generating
strong cash flows, often through long-term, index-linked contracts.
The Board and Investment Manager have continued to consider the different
views of shareholders on capital allocation and during the year maintained a
balanced approach to allocating the Company's available capital. In addition
to pursuing a progressive dividend policy and, where appropriate, buy backs of
the Company's shares, we have prioritised the Company's resources and those of
its portfolio companies to focus on bolt‑on acquisitions and growth capital
expenditure with above‑target IRRs; only seeking a further addition to the
portfolio where it was within our disciplined investment criteria and in
partnership with others.
During the year, Emitel completed two bolt-on acquisitions of tower businesses
in Poland, and in February 2025 the Company announced the agreement by Speed
Fibre to acquire the wholesale and business enterprise unit of BT Ireland. The
Board and Investment Manager believe that these acquisitions are capable of
delivering strong returns and generating valuable synergies as part of their
acquiring businesses.
In addition to these transactions, the Company completed the acquisition of a
47.5% economic (50% voting) interest in the linked DCU Invest and DCU Brussels
data centre businesses in Belgium, creating Datacenter United, a leading data
centre platform in a core EU country and further diversifying the portfolio by
geography and asset class. The Company was able to achieve this complex
transaction through coinvestment with TINC, a leading Belgium‑based
infrastructure investor and DCU's management.
The Company also continued to progress a range of opportunities to deploy
growth capital expenditure within the portfolio, which have the potential to
deliver highly accretive returns. Notable examples during the year included:
the development of new data centres in the Czech Republic, including the 26MW
facility at Zbraslav on the outskirts of Prague, now named Prague Gateway;
new mobile towers under a build‑to-suit programme with MNOs in Poland; and
the expansion of DAB+ radio networks in the Czech Republic and Poland.
The strategy has been executed while maintaining a prudent approach to debt.
During the year, the Company agreed a new €200 million Eurobond,
refinancing and extending its existing facility, and raised complementary
additional facilities totalling €175 million; repaid the €30 million
vendor loan note issued as part of the acquisition of Speed Fibre; and
completed the refinancing of CRA's CZK 5 billion (£167 million) debt
facilities. As a result, the Company and its portfolio companies have no
material debt maturities before June 2029. Consolidated net gearing, as at 31
March 2025, was 40.3%.
Share price performance
Although there has been a narrowing of the gap during the year, the Board
remains disappointed with the continuing discount to NAV in light of the
Company's strong financial performance and operational progress this year. We
continue to view the causes of this as being predominately macroeconomic
factors, which are being felt across the market, rather than being specific to
the Company. At 31 March 2025, the discount to NAV was 32.9% (31 March 2024:
46.7%).
The Board and the Investment Manager have remained focused on optimising
portfolio performance, while engaging with shareholders on the drivers of
value within the portfolio and continuing to explore actions to reduce the
discount. My Board colleagues and I met with a number of shareholders on a
bilateral basis during the year to listen to their views, to discuss the
capital market challenges facing the Company and the sector, and to explain
our approach to these challenges.
The Board and the Investment Manager have previously engaged with the UK
Government and the FCA on the UK cost disclosure regime and are pleased that
progress has been made. We await the outcome of the FCA's consultations on
this, with the hope that there are further steps to address the remaining
related challenges for those who wish to invest, in order to make the sector
generally more attractive.
Dividend
The Company's dividend policy continues to be based on the underlying
principles that, at the point the Company is fully invested, the dividend must
be covered by free cash flow generated by the portfolio and be sustainable in
future periods. The Company monitors dividend cover using an adjusted funds
from operations (AFFO) metric calculated over a 12-month period. AFFO is
calculated as normalised EBITDA less net finance costs, tax paid and
maintenance capital expenditure.
In June 2024, the Board approved an increase in the targeted annual dividend
to 4.2p with the payment of the second interim dividend of 2.2p per share in
July 2024. In November 2024, the Board declared a dividend of 50% of the 4.2p
target of 2.1p, which was paid in December 2024.
In June 2025, in line with the Company's progressive dividend policy and
reflecting Company performance and recent inflation rates, the Board approved
a further increase in the dividend target of 3.6% to 4.35p, with 2.25p to be
paid on 30 July 2025 to shareholders as at the record date of 11 July 2025.
For the 12 months to 31 March 2025, the 4.35p dividend was approximately 4.6x
covered by EBITDA and 1.7x by AFFO.
Principal risks and uncertainties
The end of the last financial year and the opening months of the new financial
year have seen substantial global uncertainty, with volatility across
financial and other markets, caused by armed conflicts and political changes.
Accordingly, we have recognised the significance of these events and updated
our principal risks to reflect them. Further details of the Company's risks
are set out below.
Sustainability
We are a long-term investor with a clear focus on sustainability. The Board
and Investment Manager continue to prioritise reducing the impact of the
Company and its portfolio companies on the environment. In line with this, it
was pleasing to see the continued increase in the portfolio's use of renewable
energy. The Company and its portfolio achieved 73% of energy consumption being
sourced through renewables, marking another year‑on‑year increase.
We set out our responsible investment strategy, centred on climate
considerations, together with our sustainability highlights for the year in
our Annual Report. Further and more detailed information, including the
Company's voluntary climate‑related financial disclosure, will be contained
in our standalone Responsible Investment report, which will be available on
our website at www.cordiantdigitaltrust.com.
Governance
The Board receives regular updates on Company and portfolio performance from
the Investment Manager and the Company's other advisors. We provide active and
objective oversight of those activities. In June 2024, the Board held one of
its regular meetings at the offices of CRA in Prague allowing us to meet the
local management team and gain direct insight into various initiatives that
are being progressed. In addition to other investor meetings during the year,
members of the Board also met shareholders and analysts at the Capital Markets
Day in March 2025.
During the year the Investment Manager again demonstrated the benefits to
shareholders of its extensive senior-level experience in managing and
operating world-class Digital Infrastructure businesses; in arranging debt
facilities in‑house without using an arranging bank to coordinate and
negotiate with a lending group and in originating and structuring a complex
transaction by acquiring DCU. These outcomes were achieved at a relatively low
level of management fee, based on market capitalisation and not NAV, unlike
most of the Company's peers.
In May 2025, Benn Mikula, the Investment Manager's co‑managing partner,
stepped down in order to explore new opportunities. We thank Benn for his
contribution to the Company. Steven Marshall, co-founder and executive
chairman of the Investment Manager's digital infrastructure team, along with
the team's other senior members, continue to lead a very strong sector
specialist group, with deep expertise in the sector and the broader financial
markets.
Outlook
The year has started with considerable global uncertainty. However, the
Company and its portfolio companies are well placed to benefit from the
continuing demand for Digital Infrastructure. The underlying strengths of the
Company and our portfolio, the growth in the sector and the attractiveness of
our core markets together lead the Board to look forward to the coming
financial year with confidence.
1. EBITDA and revenue figures for Emitel and Speed Fibre are for the
12 months to 31 December 2024 as both companies have a 31 December financial
year end. To aid comparability, figures exclude the impact of DCU which has
only been part of the portfolio since the end of February 2025.
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 $3.1 billion of funds through offices in London,
Montreal, Luxembourg and São Paulo, and offers Core Plus, Value Add and
Opportunistic strategies.
The Investment Manager's Digital Infrastructure group was co-founded by Steven
Marshall, who chairs all of the major portfolio companies. The team consists
of 18 professionals, who bring 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 across Europe and in North America
Introduction
The Company delivered a strong performance in the year to 31 March 2025,
again driven by a strong operating performance by the portfolio. NAV per share
increased from 117.9p (ex‑dividend) at 31 March 2024 to 129.6p at
31 March 2025, driving a total return of 11.6% on ex-dividend opening NAV
(31 March 2024: 9.3%).
NAV growth was driven by successful implementation of the Company's Buy, Build
& Grow model: the purchase of good quality platforms at attractive prices
and making subsequent bolt-on acquisitions; building new assets at
construction cost from which new revenues can be earned; and growing
existing revenues using the operational expertise of the Investment Manager.
Capital allocation
During the year, the Investment Manager and Board frequently engaged with
shareholders to discuss the issue of capital allocation and the discount
between the Company's share price and the NAV per share. We have continued
with a multi‑pronged strategy that recognises the current limits on the
availability of capital and seeks to provide a balanced approach.
The Company paid two dividends during the period: the second interim dividend
relating to the year ended 31 March 2024, of 2.2p per share, paid on
19 July 2024; and the first interim dividend relating to the year ended
31 March 2025, of 2.1p per share, which was paid on 20 December 2024.
The Company remains committed to its progressive dividend policy, and has
allocated capital to a 3.6% increase in dividend from 4.2p per year to 4.35p
per year, to take effect from the second interim dividend expected to be paid
in July 2025. This level of dividend remains well covered (1.7x) by adjusted
funds from operations (AFFO), being EBITDA less net financing costs,
maintenance capex, tax and other cash flows.
The Company has also sought to further diversify the portfolio in line with
its strategy, while also recognising its capital constraints, acquiring a
47.5% economic stake in DCU in Belgium for an equity consideration of
€93.2 million. This transaction was entered into in partnership with TINC,
the listed Belgian infrastructure investor and DCU's management.
Accretive bolt-on acquisitions have also been undertaken by Speed Fibre and
Emitel, leveraging and complementing the Company's existing high-quality
platforms. Speed Fibre's agreement to acquire the wholesale and enterprise
business unit of BT Ireland is expected to create a leading alternative
network to the national incumbent and the acquisition of two tower portfolios
in Poland by Emitel further cements its position as the leading independent
tower operator in the country.
In addition, the Company, utilising the operational expertise of the
Investment Manager, has supported investments in accretive growth capital
expenditure projects at the portfolio level such as: the build out of the DAB+
radio networks in the Czech Republic and Poland; build-to-suit tower
portfolios in Poland; and the expansion of CRA's data centre portfolio.
The portfolio was valued at 31 March 2025, using a discounted cash flow
methodology, at a value equivalent to 10.4x LTM EBITDA. Lower growth mobile
tower assets and data centres in other countries have been the subject of
recent transactions at over 20x EBITDA. While broadcast infrastructure assets
typically attract a lower valuation multiple, the Company's broadcast assets
are growing faster than most European mobile tower businesses and have higher
escalation rates and a wider customer base.
The Investment Manager considers that there is no easy answer to resolve the
Company's share price discount to NAV, but that continued strong operational
performance, value‑creating capital expenditure, maintaining acquisition
price discipline and significant alignment of interests should all be
recognised when macroeconomic issues affecting equity markets, and especially
the investment trust sector, abate.
Since 31 March 2024, the Directors, the Investment Manager and its staff
have made further purchases of the Company's shares, acquiring in total
4.6 million more shares to bring the combined total to 15.4 million shares.
This included Steven Marshall, Executive Chairman of Cordiant Digital
Infrastructure Management, who acquired a further 3.8 million shares,
bringing his total personal holding to 12.9 million shares. Post year end 1.2
million shares held by Cordiant Digital Infrastructure Management were
transferred directly to Steven Marshall. At the date of this report, the
Directors, the Investment Manager and its staff owned 2.0% of the ordinary
issued share capital of the Company.
The Investment Manager's fee continues to be based on market capitalisation
(as opposed to NAV), ensuring even closer alignment between the Investment
Manager and the Company.
A share buyback programme was initiated in February 2023, with £20 million
approved by the Board and 7.8 million shares have been acquired to date at an
average price of 75.0p, crystallising a NAV gain of 0.4p per share. The
buyback programme is not subject to a set cut-off date.
Activity during the period
In April 2024, CRA opened its eighth data centre in Cukrák, outside Prague,
further expanding its fast growing data centre and cloud business. CRA
subsequently sold most of the entire capacity of the facility to Boosteroid,
the world's largest independent cloud gaming provider. Expansion of another
data centre in the Prague Žižkov district also started during the period and
is expected to increase data centre capacity by 1.3MW. Development of CRA's
flagship 26MW data centre project Prague Gateway has progressed with the
receipt of key regulatory permits. Ground works are about to begin and initial
discussions are being held with potential anchor tenants for the facility.
In July 2024, the Company refinanced its fund-level €200 million Eurobond,
now repayable as a bullet in July 2029 and repaid the €29.6 million vendor
loan note used to finance the acquisition of Speed Fibre. The Company also
arranged additional undrawn credit facilities totalling €175 million. These
additional facilities have the same maturity date and repayment structure as
the Eurobond and provide the Company with an incremental long‑term funding
commitment for growth investments, as well as enabling more efficient
management of the group's balance sheet.
The terms of the new facilities represent an improvement on the original
Eurobond, with a longer tenor and improved credit margin ratchet, which ranges
from 3.75% to 4.75% over EURIBOR or the five-year EURIBOR swap rate, depending
on net leverage. Three-quarters of the new €200 million Eurobond was issued
as a fixed-rate instrument, and the floating-rate interest on the remaining
facility amount was subsequently fixed through the entering of an interest
rate swap maturing in September 2028.
In August 2024, CRA successfully refinanced its senior debt facilities. The
tenor of all facilities was extended to August 2030 and additional undrawn
revolving credit facilities of CZK1.1 billion (£36.9 million) were secured.
The new debt package has a margin of 2.00% over PRIBOR and 50% of the floating
rate interest on the term facility has been fixed through the entering of an
interest swap maturing in August 2030. The all-in interest rate on the fixed
portion of the term loan is c.5.6%.
Taken together with the fund-level refinancing in July 2024, and the Emitel
refinancing in 2023, the Investment Manager has successfully refinanced and
extended c.£800 million of bank debt in the last two financial years. There
are now no material debt maturities in the group before June 2029.
During the year, Emitel agreed two ten-year digital TV broadcast contracts on
MUX 8 with two new broadcasters, Fratria and Telewizja Republika, both of
which began broadcasting and generating revenue during the period. Both new
contracts have revenues that are fully indexed to inflation.
Both CRA and Emitel also signed significant contract extensions for FM radio
with the public national broadcasters of the Czech Republic and Poland
respectively and, following the award of national DAB+ licenses, successfully
expanded and commercialised DAB+ networks under valuable long-term contracts.
Emitel completed two bolt-on acquisitions in the towers sector, adding 57
sites to its portfolio providing mobile network operator hosting services and
analogue and digital radio emissions. These acquisitions are expected to be
highly accretive with significant operating cost synergies.
In February 2025, the Company completed the acquisition of a 47.5% economic
(50% voting) interest in DCU Invest NV and the linked acquisition by DCU
Invest NV of Datacenter United Brussels NV, the former owner of the data
centre business of Proximus Group, for a total equity consideration of
€93.2 million. These transactions create a leading data centre platform in
Belgium with c.13MW of capacity and substantial expansion opportunities.
Additionally in February 2025, Speed Fibre entered into an agreement to
acquire BT Communications Ireland Limited (BTCIL), the wholesale and
enterprise business unit of BT Ireland, for an enterprise value of €22
million, less than half of continuing revenue. The transaction represents a
significant step in the Company's strategy to build scale in key digital
markets such as Ireland. BTCIL's capabilities complement Speed Fibre's
existing operations and are expected to enhance Speed Fibre's ability to
support the growing connectivity needs of Irish businesses and Ireland's most
important data centre complex. The transaction is expected to complete later
in 2025.
After the period end, Emitel also signed a long-term agreement with Orange in
Poland to expand mobile network coverage in the country. Emitel's tower
portfolio is expected to grow to well over 1,000 sites in the coming years.
The Company's tower portfolio across Poland, the Czech Republic and Belgium
now totals 1,446 sites, which is of a meaningful size in the context of recent
acquisitions in the sector, which have seen EV/EBITDA multiples at over 20x.
Post period end, the Investment Manager approved a $16.6 million investment
in Hudson to build two new data halls to expand ready to sell capacity in
light of growing demand from new and existing customers. The project is
expected to complete in 2026.
Financial highlights
During the year to 31 March 2025, the Company achieved a NAV total return of
£105.2 million (31 March 2024: £80.3 million), being 11.6% of opening
ex-dividend NAV, or 13.7p per share. Net assets were £992.5 million
(31 March 2024: £920.7 million, £903.8 million ex‑dividend),
representing a NAV per share of 129.6p (31 March 2024: 120.1p, 117.9p
ex-dividend). The total return reflects strong underlying operating
performance across the portfolio, supported by a decrease in discount rates.
Application of IFRS
The Company holds only Hudson directly. Emitel, CRA, Speed Fibre, DCU and BTC
are all held through its wholly‑owned subsidiary, Cordiant Digital Holdings
UK Limited (CDH UK). The borrower of the Company's fund-level facilities is
also CDH UK. Consequently, under the application of IFRS 10 and the
classification of the Company as an investment entity, the Company's
investment in CDH UK is recorded as a single investment that encompasses
underlying exposure to Emitel, CRA, Speed Fibre, DCU, BTC and the holding
company debt facilities. The underlying elements of the overall value movement
attributable to foreign exchange movements and value movement and income from
each portfolio company are identified in Table 3. 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 2 shows the underlying components of the IFRS
Statement of Financial Position.
Table 1: Reconciliation of Statement of Comprehensive Income to Table 3
Accrued income Total unrealised value movement Net foreign exchange movement Intercompany balances Fund expenses Interest expense IFRS P&L
Movement in fair value of investments 9.9 125.2 (4.6) (21.6) (0.4) (18.3) 90.2
Unrealised foreign exchange gains - - (1.1) - - - (1.1)
Management fee income - - - 0.8 - - 0.8
Dividend income - - - 24.6 - - 24.6
Interest income - - - - - - -
Other expenses - - - - (8.6) - (8.6)
Investment acquisition costs - - - - (1.2) - (1.2)
Foreign exchange movements on working capital - - 2.9 - - - 2.9
Finance income 1.3 - 0.1 - - - 1.4
Finance expense - - - (3.8) - - (3.8)
11.2 125.2 (2.6) - (10.2) (18.3) 105.2
Table 2: Underlying components of Statement of Financial Position
Emitel CRA Speed DCU Hudson BTC Cash Inter-company balances Other assets and liabilities Holding company debt IFRS Total
Fibre
Investments 581.4 429.0 87.3 77.6 36.2 6.0 1.3 146.1 4.9 (245.3) 1,124.7
Receivables - - - - - - - 1.5 9.3 - 10.8
Cash - - - - - - 6.1 - - - 6.1
Payables - - - - - - - - (1.5) - (1.5)
Loans and borrowings - - - - - - - (147.6) - - (147.6)
581.4 429.0 87.3 77.6 36.2 6.0 7.4 - 12.8 (245.3) 992.5
Financial performance in the period
This section, including valuation, foreign exchange, costs and gearing, refers
to the figures in Table 2 and Table 3 on the non-IFRS basis.
Table 3: NAV bridge for the year to 31 March 2025
£m
Opening NAV as at 1 April 2024 920.7
Dividend paid July 2024 (16.9)
Opening ex-dividend NAV 903.8
Accrued income 11.2
Value movement 125.2
Foreign exchange movement (2.6)
Fund expenses (10.2)
Interest expense (18.3)
Net change in shares (0.4)
Interim dividend paid (16.1)
Closing NAV as at 31 March 2025 992.5
Valuation
The Investment Manager prepares semi-annual valuations according to the IPEV
Guidelines and IFRS13. These valuations are reviewed and challenged by the
Board. The Board also employs an expert valuations group at a Big 4 accounting
firm to carry out independent valuations of the portfolio companies at each
valuation date. In addition, the Investment Manager performs a sensitivity
analysis on the valuations as included in note 6 to the financial statements.
The Investment Manager and Board are keenly aware of the scepticism that some
valuations of private assets elicit in certain sections of the market and so
take great care to maintain a rigorous process, using market information from
reputable third party sources wherever possible. Discounted cash flow (DCF) is
the primary methodology of valuation, as noted in the Company's IPO
prospectus. DCU, however, is valued at the price of the recent investment, as
the transaction closed only a month before the balance sheet date. The
Investment Manager is confident that the quality of earnings included in the
DCF models, and the actual cash generation of the assets show the qualities of
the portfolio, notwithstanding volatility in the market-observable inputs used
every six months to construct the weighted average cost of capital (WACC) used
for each valuation as a discount rate.
Table 4 shows the movement in the Company's average WACC over time, weighted
for the investments held at each reporting date. Between 31 March 2024 and 31
March 2025, the average WACC reduced moderately by 28bps. In the portfolio,
this was driven partly by a reduction in the market cost of debt and partly
due to a reduction in the cost of equity, based on market-observable inputs.
Table 4: Weighted average discount rates over time
31 Mar 2022 8.05%
30 Sep 2022 8.52%
31 Mar 2023 9.60%
30 Sep 2023 9.78%
31 Mar 2024 9.60%
30 Sep 2024 9.50%
31 Mar 2025 9.32%
Table 5 shows the breakdown of the WACC at 31 March 2025 and at 31 March
2024.
Table 5: Weighted average cost of capital at 31 March 2025
Range low point Range high point Weighted average mid-point
Cost of equity 10.3% 12.9% 11.1%
Cost of debt 5.0% 7.6% 6.6%
WACC 8.3% 11.1% 9.3%
Weighted average cost of capital at 31 March 2024
Range low point Range high point Weighted average mid-point
Cost of equity 10.0% 12.1% 11.2%
Cost of debt 5.0% 7.5% 6.7%
WACC 8.5% 10.8% 9.6%
The largest unrealised value movements were observed on Emitel
(+£79.6 million) and CRA (+£46.8 million), Emitel delivered an annual
total return of 17.7% (including distributions), whilst CRA generated a total
return of 11.2%. Both investments benefited from reductions in discount rates
and net debt. Emitel's value increase was also supported by strong financial
performance being reflected in the roll forward of the DCF model, while CRA's
value continues to grow on the back of strong performance in its fast growing
data centre and cloud business. Speed Fibre saw a modest increase in local
currency equity value of £6.3 million as a result of a reduction in the
discount rate, the roll forward of the DCF model, and a reduction in net
debt. Since the acquisition of DCU only closed in February 2025, the
consideration paid is regarded as the best indicator of fair value for DCU
and so it is held at cost.
Hudson remains an asset that is not performing to expectations and the
Investment Manager recognised a prudent write down of £8.4 million in the
year on a DCF basis. The carrying value at the year end was £36.2 million,
less than 3% of the total value of underlying investments. Despite this write
down, the Investment Manager is confident in the prospects of Hudson, having
recently approved a $16.6 million investment to build two new data halls to
meet sales growth.
Table 6: Bridge table breakdown of unrealised value movement
Unrealised value movement
Emitel 79.6
CRA 46.8
Speed Fibre 6.3
Hudson (8.4)
BTC 0.9
Market-to-market on interest rate swap (0.1)
Total unrealised value movement 125.2
Foreign exchange
The Company recognised a small unrealised foreign exchange loss in the year of
£2.6 million (since inception: gain of £47 million). This aggregate number
comprises a gain of £1.4 million on Polish zloty, a loss of £3.7 million
on Czech crowns and combined net losses of £2.4 million on investments in US
dollars and Euros. FX losses on Euro-denominated investments were partly
offset by a devaluation of the Company's Euro-denominated holding company
debt. While the Investment Manager hedges individual cash flows between the
Company and portfolio companies through forward contracts, no balance sheet
hedging has been undertaken to date. The cost of doing so using forward
contracts, which are considered to be the lowest cost approach, continues to
be disproportionate to the benefit, such that the aggregate cost of hedging
would over several years, consume the gain being protected. Notwithstanding
this, the Investment Manager and Board have kept the Company's hedging
strategy under regular review, given the volatility in foreign exchange
rates and movement in forward points in the Company's respective currency
pairs. The Company is a long‑term investor in the portfolio and currently
does not seek to manage balance sheet foreign exchange exposure from reporting
period to reporting period.
Table 7: Bridge table breakdown of unrealised foreign exchange movement
Unrealised foreign exchange movement
Emitel 1.4
CRA (3.7)
Speed Fibre (1.9)
DCU 0.7
Hudson (1.1)
BTC (0.1)
Other FX 2.1
Total unrealised FX movement (2.6)
Costs
In the year, the Company incurred £28.6 million of costs. The largest
component within this was £18.3 million of costs relating to the Company's
holding company debt facilities and the Speed Fibre vendor loan note which was
repaid in July 2024. As at year end, £245.3 million of the holding company
debt facilities were drawn. The costs included interest, commitment fees,
agency fees and amortised transaction costs.
The management fee of £6.1 million (31 March 2024: £5.9 million)
represents only 0.6% of NAV as management fees are calculated on the basis of
the Company's market capitalisation, not its NAV, thus aligning the Investment
Manager with shareholders. Other costs of £4.2 million related to
administrative and other running costs, directors' fees and deal costs. The
ongoing costs ratio, calculated in accordance with the guidelines published by
the AIC, is 0.9% per annum, consistent with 2024.
Gearing
The Investment Manager has taken a prudent approach to the levels of debt
within the Company and its portfolio companies since inception. The Investment
Manager has the expertise internally to arrange debt facilities, and so does
not use investment banks or other intermediaries for this purpose, providing
meaningful cost savings to the Company.
At 31 March 2025, there were five sets of debt facilities in the Company's
group, at Emitel, CRA, Speed Fibre, DCU and the fund-level facilities at
Cordiant Digital Holdings UK Limited, a wholly owned subsidiary of the
Company.
Aggregated together, gearing as measured by net debt (i.e. including cash
balances held across the group) as a percentage of gross asset value was
40.3%. As measured by net debt divided by aggregate EBITDA (including fund
level costs such as the management fee), the Company's net leverage is 4.5x.
Both Emitel and CRA have individual net leverage on this basis of less than
2.6x, this is substantially lower than most tower companies that might be
viewed as comparators of either business.
73% of all debt is on a fixed-interest basis, with the remainder floating,
none of which is inflation linked. The average margin across all facilities is
at 3.0%, which the Investment Manager considers to represent good value.
Following the refinancing of fund-level debt and the CRA senior facilities
during the year, there are now no material debt maturities in the group before
June 2029. The group has benefited by having no exposure to
Sterling‑denominated debt which has been significantly more expensive than
Euro-denominated debt, the latter representing 55.7% of all debt outstanding
in the group. Euro-denominated debt has provided a useful currency hedge
against the Company's Euro‑denominated investments.
Dividend coverage
The Company's progressive dividend policy is ahead of the schedule laid out in
the prospectus at IPO. The dividend remains very well covered by AFFO, which
seeks to track whether the portfolio generates sufficient earnings less
fund level costs, finance costs, tax and maintenance capex to cover the
dividend. AFFO remains stable at 1.7x. The dividend is covered 4.6x by
aggregate portfolio company EBITDA.
The Company has announced an increase in the second interim dividend from 2.1p
to 2.25p, to be paid on 30 July 2025 following the Company's AGM. The
annual dividend target of 4.35p is an increase of 3.6% over the prior year,
and a reflection of the Company's commitment to its progressive dividend
policy, supported at all times by a strongly cash‑generative portfolio, as
measured by the AFFO. Table 8 shows the calculation of AFFO for the 12 months
to 31 March 2025.
Table 8: Calculation of adjusted funds from operations (AFFO)
Twelve months Twelve months
to 31 March 2025(1)
to 31 March 2024(1)
£m
£m
Portfolio company revenues 324.1 304.7
Portfolio company normalised EBITDA 153.9 142.1
Dividend coverage, EBITDA basis 4.6x 4.4x
Net Company-specific costs (10.2) (13.1)
Net finance costs (40.3) (38.2)
Net taxation, other (27.9) (17.0)
Free cash flow before all capital expenditure 75.4 73.8
Maintenance capital expenditure(2) (17.1) (20.9)
Adjusted funds from operations 58.3 52.9
Dividend at 4.35p and 4.2p per share respectively (33.3) (32.2)
Dividend cover 1.7x 1.6x
1. At average foreign exchange rates for the period. Figures exclude
financials of DCU and BTCIL.
2. Aggregate growth capital expenditure of £29.0 million was invested
in the 12 months to 31 March 2025 across the portfolio and £33.2 million in
the 12 months to 31 March 2024.
Investee company performance
For their most recent financial years, the portfolio companies
generated combined revenue of £315.1 million, representing a 7.7% increase
over the prior year, on a like-for-like pro forma, constant currency basis.
Aggregate portfolio EBITDA increased 9.3% over the prior year, on a
like-for-like pro forma, constant currency basis, to £151.4 million(1).
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 bolt-on acquisitions and the effect of
inflation‑linked revenues feeding through, usually with a year's lag.
During the year to 31 March 2025, across the portfolio companies
£17.1 million was invested in maintenance capital expenditure and
£29.0 million in growth capital expenditure. Maintenance capital expenditure
included investment in IT and enterprise resource planning systems
and infrastructure modernisation.
As a result of the DCU acquisition and the BT Ireland deal, the portfolio
revenue mix has diversified further, such that the largest segment (now
backbone fibre) accounts for 34% of total pro forma revenue. Digital TV
infrastructure revenue, formerly the largest revenue generating sub-sector in
the portfolio, accounts for 29% of total pro forma revenue. The portfolio's
largest country exposure, Poland, accounts for 35% of total pro forma revenue.
Poland's economy has been a standout performer in Europe, driven by strong
household consumption which is continuing into 2025.
Growth capital expenditure included fibre backbone network build-out at Speed
Fibre, investments related to DAB+ radio contract wins at CRA and Emitel,
construction of new telecoms towers at Emitel, and data centre and cloud
investments at CRA.
Total gross debt at the Company, subsidiary and platform level was equivalent
to £754.5 million, an increase of £59.8 million since 31 March 2024
reflecting drawdowns of senior facilities at Emitel and SFG to finance growth
investments and drawdowns under the Company's holding company facilities to
finance the DCU acquisition, offset by the repayment of the Speed Fibre vendor
loan note during the period of £25.5 million. Aggregate cash balances at the
Company, subsidiary and platform level were equivalent to £82.5 million.
Including undrawn debt facilities, total liquidity across the group was
equivalent to £231.0 million. Total liquidity pro forma for the BTCIL
acquisition and agreed Cloud4com earnout payment is £196.3 million.
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-level 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
The Investment Manager has continued to focus its attention on reducing the
climate impact and emissions of the Company and its portfolio companies. The
Investment Manager's Digital and ESG and Impact Teams engage with portfolio
companies to integrate renewable energy and energy efficiency measures where
appropriate. The portfolio has continued to make progress in integrating
renewable energy, with the portfolio's consumed energy being sourced from
renewable energy increasing from 68% to 73%.
Demonstrating the Investment Manager's commitment to finding climate
solutions, it became a signatory on 4 November 2024 to the Net Zero Asset
Manager's Initiative (NZAM). The Investment Manager is working on a net zero
target proposal for the Board.
Market
Demand for Digital Infrastructure services remains robust, driven by
multi-year trends towards the digitisation of the economy, continued growth in
mobile data services and the advent of new technologies such as generative AI.
Recent AI developments demonstrate that AI is now shifting from predominantly
training stages to a phase where more use cases will be created and adopted.
The AI platform DeepSeek has highlighted that AI training and its costs may
have reached an inflection point and are now becoming cheaper and easier to
train. This breakthrough will enable an increase in developers' uptake and
consequently will increase the number of use cases. While training AI large
language models requires highly concentrated, AI-specific data centres,
different types of data centres are required to enable end use cases.
Colocation, interconnect, and edge data centres, such as those operated by the
Company's portfolio companies, cater to this later stage of the value chain,
most importantly, catering to the adoption by the end customer/user.
To date, the portfolio companies have not been materially affected by the
ongoing US tariffs situation and have been largely insulated from any
equipment cost increases.
Outlook
The Investment Manager is pleased with the overall quality of assets and
underlying cash flows in the portfolio. The portfolio of assets has been
assembled at what the Investment Manager believes to be a highly attractive
price, without sacrificing growth potential. Internally generated cash flows
and undrawn debt facilities will enable the Company to cover the dividend,
engage in appropriate maintenance capital expenditures and expand existing
platforms.
The Investment Manager remains closely focused on the Company's target of a 9%
return to shareholders, comprising dividend and capital growth. The Investment
Manager has assembled 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 strong performance since inception, which has continued up to
31 March 2025, the Investment Manager believes the Company remains well
placed to deliver target returns in the year ending 31 March 2026. The
Investment Manager looks forward to the year ahead with confidence.
1. Revenue and EBITDA figures exclude DCU (acquired on 28 February
2025) and BTCIL, the latter of which is expected to enter the portfolio later
in 2025.
Emitel (acquired November 2022)
Emitel £m
Original cost 353.0
Value at 1 April 2024 525.0
Interest accrued on shareholder loan in the year 1.8
Repayment by Emitel of shareholder loan principal and accrued interest in the (26.5)
period
Unrealised value gain in the year 79.6
Unrealised foreign exchange gain in the year 1.4
Value at 31 March 2025 581.4
Total distributions paid by Emitel to the Company in the year, including 34.5
£26.5m of shareholder loan and interest repayments and £8.0m of dividends
Financial performance
Emitel had a very good year. For Emitel's audited financial year ending
31 December 2024, revenue increased 10.7% to PLN 657.4 million
(£129.4 million at average exchange rates for the year) and EBITDA (IFRS 16
basis) increased by 13.3% to PLN 437.4 million (£86.1 million at average
exchange rates for the year). This performance reflected strong organic
and inorganic growth across all segments.
Overall revenue growth was supported by inflation-linked price increases as
2023 inflation of 11.4% passed through to 2024 revenues; approximately 88.4%
of Emitel's revenues have full or partial inflation-linked contracts. 2024
inflation will principally be reflected in indexed revenue contracts from
January 2025 onwards. Inflation in Poland for 2024 was 3.6%.
Telecoms infrastructure revenue growth in the period of 10.3% was driven by
the impacts of continued growth in build-to-suit provision for MNOs and recent
bolt-on acquisitions.
The aggregate amount of debt drawn at 31 March 2025 was PLN 1,365 million
(£273 million). Emitel is 2.6x levered, as measured by net debt divided by
last 12 months EBITDA (IFRS 16 basis) at 31 March 2025, which is viewed as
conservative compared to other tower businesses. Emitel's debt facilities do
not mature until September 2030.
Of the interest payable on the third-party bank debt at 31 March 2025, 90.5%
was fixed rate and 9.5% floating rate.
Emitel continues to be strongly cash generative and in the period paid
distributions of PLN 178 million (£34.5 million) to the Company.
Cash balances increased to PLN 224.4 million (£44.9 million) over the year
as a result of strong operating cash conversion by the business. Emitel also
had PLN 174.5 million (£34.9 million) of undrawn debt facilities
available.
Operations
Emitel's contracted orderbook remains strong at more than PLN 3 billion
(more than £600 million), with contracts extending out as far as 2044. The
weighted average contract length in TV broadcasting is six years, three years
in radio broadcasting and 12 years in telecom infrastructure services.
During the year, Emitel signed new 10-year digital terrestrial TV
(DTT) broadcast contracts with two channels. The first, with Telewizja
Republika, began broadcasting in July 2024, and the second, with Fratria
(channel wPolsce24), began broadcasting in September 2024. Both channels are
being broadcast from MUX8, and both contracts' revenues are linked
to inflation.
In May 2024, Emitel concluded an agreement with broadcaster CDA S.A. to
include an online shop, Kapitan.pl, accessible to viewers via broadcast from
MUX8. This hybrid TV offer is the first service of its kind on a DTT platform
and illustrates how Emitel is developing hybrid TV technology to offer new
services for additional revenues.
Emitel completed the build out of the DAB+ network of Polish Radio for which
it won the contracts to build and operate in 2023, providing coverage to 88%
of households in Poland, and supporting revenue growth in radio broadcast.
In June 2024, Emitel acquired a small local mobile tower company, RTTS, with
nine towers, with Orange Poland as the anchor tenant. In November 2024, Emitel
also acquired PSN Infrastruktura, subsequently renamed to EM Cast, from TDF,
the French operator of telecommunications and broadcast infrastructure. EM
Cast operates 48 sites, including 11 owned tower sites, providing MNO hosting
services and analogue and digital radio emissions. Both acquisitions are
expected to be highly accretive with significant operating cost synergies.
In March 2025, Emitel and EM Cast renewed existing contractual arrangements
with Polish Radio covering 157 emissions with a monthly fee increase of more
than 7%, acquiring one additional emission from a competitor in the process.
The new contract is for a term of 40 months and commenced at the end of
May 2025, and exceeds PLN 100 million (£19.4 million) in value before the
application of indexation.
Emitel agreed a new long-term agreement with Orange Poland to construct
hundreds of new telecommunications towers for the mobile network operator over
the next few years. Orange Poland has committed to pay a recurring fee under a
long-term contract for each site built based on industry-standard terms. In
addition, Emitel can sell the remaining space on each tower to other mobile
network operators to increase the profitability of each site. Emitel is now
expected to grow its nationwide tower portfolio to well over 1,000 sites
from 766 sites as of 31 March 2025.
Emitel also continues to develop modern distributed antenna systems that
enable the delivery of telecommunications signals in places where traditional
radio networks are weak or insufficient. In 2024, Emitel further deployed such
projects in public buildings, large-format stores and warehouse facilities,
increasing revenues in this area. It is observing increased interest in
distributed antenna systems from mobile operators and real estate owners.
Emitel expects further growth in this product line.
On 31 December 2024, Andrzej Kozłowski stepped down from the role of CEO and
was replaced by former CFO, Maciej Pilipczuk. Andrzej Kozłowski has remained
with the company, joining its supervisory board, and the position of CFO has
been filled by Maciej Gumulski, formerly financial controller.
Outlook
The growth in demand for modern digital infrastructure in Poland, the sixth
largest EU economy, is being fuelled by rapid economic growth driven by strong
household consumption, increased government spending, and a positive
contribution from EU funds. In 2024, Poland was a standout performer in Europe
recording GDP growth of 2.9%, well above the EU average of 0.9%. Economists
expect growth in 2025 to be even higher and the IMF is forecasting that in
2026, income per capita will be higher in Poland than in Japan. Emitel remains
well positioned to benefit from these positive trends in Poland.
CRA (acquired April 2021)
CRA £m
Original cost 305.9
Value at 1 April 2024 385.9
Unrealised value gain in the period 46.8
Unrealised foreign exchange loss in the period (3.7)
Value at 31 March 2025 429.0
Financial performance
CRA had a strong performance for the year. Revenue for the 12 months to
31 March 2025 increased by 13.9% to CZK 2.9 billion (£95.7 million at
average exchange rates for the year) and EBITDA (IFRS 16 basis) increased by
10.2% to CZK 1.4 billion (£46.7 million at average exchange rates for
the year).
These strong results were primarily driven by organic growth and the
contribution of Cloud4com, acquired in January 2024. This acquisition has
significantly exceeded expectations in the period of ownership to
date. Excluding the effects of this acquisition, revenue grew 7.2% and EBITDA
grew 4.4% over the same period. Post year end, CRA paid the agreed earnout of
CZK 485 million (£16.3 million), relating to the acquisition.
The increase in revenue and EBITDA also reflected a strong performance across
all of CRA's business lines. In broadcast, growth was primarily driven by
higher inflation indexation feeding through compared to last year and the
contribution from additional new customer TV channels. Organic data centre and
cloud earnings also continued to grow strongly. Effective cost control,
particularly personnel and energy costs, positively
impacted EBITDA performance.
CRA also saw continued demand for its existing data centre capacity, as
measured in racks occupied (+10% ) and power (+7% ). This partly reflected the
completion of DC Cukrák, together with robust demand dynamics from new and
existing customers.
Due to the growth of CRA's other business lines since its acquisition, Digital
TV broadcast infrastructure now accounts for 32.1% of total revenue,
demonstrating continued diversification of the business.
Cash balances increased to CZK 537 million (£18.0 million) at 31 March
2025 from CZK 362 million a year earlier. This increase reflected strong
cash generation during the year.
CRA also received CZK 28.6 million (£1.0 million) in proceeds relating to
the sale of redundant land. CRA's land bank includes sites of old broadcast
infrastructure that could be repurposed for residential, industrial and/or
commercial uses. CRA has identified further real estate sites in its portfolio
no longer required for the business which could have considerable alternative
use value and the potential to yield cash proceeds to the business in the
future if sold, substantially in excess of amount already received.
CRA's third-party bank debt was fully refinanced in August 2024 with a group
of leading international and local lenders. The tenor of all facilities was
extended to August 2030 and additional undrawn revolving credit facilities of
CZK 1.1 billion (£36.9 million) were secured. The new debt package has a
margin of 2.00% over PRIBOR, which could reduce to 1.75% depending on net
leverage. New interest rate hedging for the full tenor of CRA's term debt was
implemented, fixing 50% of the loan's interest at an average all-in rate of
c.5.6% until August 2030.
At 31 March 2025, third party debt outstanding totalled CZK 3.9 billion
(£130.9 million). As measured as a multiple of EBITDA (IFRS 16 basis), CRA's
net debt is 2.4x LTM 31 March 2025 EBITDA (IFRS 16 basis).
Operations
CRA continued the buildout of its fast-growing data centre business. Capacity
at its newest edge data centre at Cukrák, outside Prague, has now been mostly
sold to the world's largest independent cloud gaming provider, Boosteroid,
supporting the gaming service's expansion in the Czech Republic. Due to demand
for additional data centre capacity in the country, CRA began the expansion of
a facility at one of CRA's broadcast towers in the Prague Žižkov district.
It is expected that this will open before the end of 2025 and increase CRA's
data centre capacity by 1.3MW at an incremental cost of c.CZK 200 million
(£6.7 million).
Development of the 26MW flagship Prague Gateway data centre at Zbraslav
continues following receipt from the relevant authorities of the formal zoning
permit in December 2024 and the sewage building permit in March 2025.
Preparatory ground works are about to begin in advance of the building
construction. In parallel, initial discussions are being held with potential
anchor tenants for the facility. Prior to receiving the zoning permit, CRA
received and subsequently rejected an unsolicited non‑binding expression of
interest from a European data centre operator to acquire the entire
development. In line with its prudent approach to valuation, other than the
development costs of the project, the Company has not yet included in its
valuation the potential positive effect that this new data centre could bring
to CRA.
In March 2025, CRA extended its contract with the public broadcaster, Czech
Radio, to 31 October 2033, covering four nationwide FM radio stations. In
addition, CRA extended FM radio contracts with three major commercial
broadcasters under long-term agreements. In addition, CRA substantially
completed construction of the commercial DAB+ radio network in the country,
now broadcasting from 31 transmitters, reaching 83.4% of the Czech
population. CRA has signed and launched 12 commercial radio stations and 73%
of the network's capacity has now been sold.
In relation to TV broadcasting, CRA also signed a contract for the largest
national OTT platform, providing a full scope of video on demand services and
content delivery to c.1.8 million households under a new combined platform.
The newly formed platform is expected to be second only to Netflix in the
Czech market. The contract was signed with O2 Czech for five years with total
value of between CZK 180 million and up to CZK 250 million should certain
volume milestones be achieved.
CRA continues to respond to a complex long running dispute relating to the
valuation of a family's purported former shareholding in a predecessor entity
to CRA arising out of a statutory minority squeeze-out process in 2005. In
February 2025, a first instance ruling against CRA was delivered by the Prague
Municipal Court. CRA has since appealed multiple aspects of the judgment,
which suspends its effect until the appeal is decided. The judgment
established a revised valuation for the shares and thus that CRA should pay an
additional amount for the plaintiff's transferred shares, together with
interest and costs (to be determined). CRA's and the Company's view, supported
by external counsel, continues to be that the judgment is flawed, and that CRA
has strong arguments in relation to the valuation, as well as significant
substantive and procedural matters. Further updates will be made when there
are material developments in the dispute.
Outlook
Inflation in the Czech Republic in 2024 was 2.4%. For those revenue contracts
with inflation escalation built in, this will typically take effect from 1
January 2025. 70% of CRA's revenue has either full or partial inflation
linkage.
The data centre and cloud businesses are expected to continue to grow revenues
and EBITDA as vacant space is utilised and a higher volume of cloud services
are sold. The 'stickiness' of data centre and cloud contracts with customers
is one of the key attractions of this business unit to CRA, in addition to the
nature of a young but fast-growing market.
CRA, as part of its effort to maximise its overall DTT revenue potential,
will pilot with a few customers in the next few months, ways to both
commercialise its viewership data and maximise advertising revenue on its
HbbTV platform.
Speed Fibre (acquired October 2023)
Speed Fibre £m
Original cost(1) 55.0
Value at 1 April 2024 60.8
Net repayment of vendor loan note in the year 25.5
Deferred acquisition consideration not required (3.4)
Unrealised value gain in the year 6.3
Unrealised foreign exchange loss in the year (1.9)
Value at 31 March 2025 87.3
1. Net of €4.0 million (£3.4 million) of accrued deferred
consideration that was no longer required to be paid, and reported net of
£25.5 million vendor loan note.
Financial performance
Speed Fibre performed to plan in its financial year to 31 December 2024.
Revenues increased by 1.1% to €79.5 million (£67.3 million at average
exchange rates for the year) and EBITDA increased 3.7% to €24.7 million
(£20.9 million at average exchange rates for the year).
The increase in EBITDA was primarily driven by recurring revenues from fibre
and wireless backhaul sales as well as IRU sales and effective cost control
during the period.
At 31 March 2025, Speed Fibre had €8.3 million of cash (£7.0 million)
and gross debt of €119.2 million (£99.8 million) comprising a term loan
of €100 million and drawn RCF of €19.2 million, both due for repayment
in June 2029.
The interest on Speed Fibre's term loan is 85% fixed and the interest on the
RCF is all floating rate.
In July 2024, the Company repaid the vendor loan note of €29.6 million
(£25.5 million), used to finance the acquisition of Speed Fibre, in full
out of cash on hand.
Operations
During the 2024 year, Speed Fibre continued to add capacity and connect new
customers The company continues its programmatic efforts to manage and reduce
costs and optimise network efficiency and service delivery.
In 2024, Speed Fibre deployed €11.5 million of growth capital expenditure to
further build out its fibre network and connect new customers.
In June 2024, Speed Fibre won a new 5+2 year contract with National Broadband
Ireland (NBI) following a nationwide tender to provide national backhaul
connectivity for its fibre network throughout the Republic of Ireland
and will further future proof Speed Fibre's product offering by increasing
capacity in the network provided by Speed Fibre's wholesale arm Enet.
In November 2024, Enet was pleased to agree a 20-year IRU (indefeasible right
of use) worth €4.5 million (£3.8 million) which will be used by a large
international enterprise business. This covers the build of new, and the lease
of existing, duct infrastructure totalling 15.4km in Dublin. The new build
element of the contract delivers a new Enet route with opportunities
for incremental revenue and cost savings relating to connectivity to
businesses and mobile towers along the route. The new contract also cements a
major partnership involving this global business and opens the door for
future opportunities involving a global business.
In February 2025, Speed Fibre entered into an agreement to acquire BT
Communications Ireland Limited (BTCIL), the wholesale and enterprise business
unit of BT Ireland, for an enterprise value of €22 million. BTCIL provides
wholesale fibre and B2B connectivity to c.400 customers in the telecoms,
enterprise and government sectors in Ireland across a c.3,400km network of
managed fibre.
The acquisition is expected to enhance Speed Fibre's ability to deliver
advanced connectivity solutions through the integration of BTCIL's
complementary capabilities and domestic customer base. By combining resources,
Speed Fibre expects to achieve greater operational efficiencies and deliver a
broader range of connectivity products and services for customers across
Ireland.
BTCIL generated core adjusted(2) revenues of €57.6 million in the 12 months
ending 30 September 2024. Pro forma core adjusted revenues for the combined
Speed Fibre and BTCIL group would have been €144.8 million in the same
12‑month period.
Shortly after the Company's year end, the transaction was cleared by the
Competition and Consumer Protection Commission in Ireland. Speed Fibre and BT
continue to work on the remaining closing conditions and expect to complete
the transaction later in 2025. The acquisition will be financed by a
combination of Speed Fibre's existing cash resources, its senior revolving
credit facility and cash from the Company.
Outlook
Market demand pressure to increase digital infrastructure in Ireland continues
with the evolution of the country's data intensive industries including
financial services, pharmaceuticals and technology. Analysts project continued
growth in fixed broadband, cloud services, enterprise, AI, and mobile data
usage, with attendant data centre capacity additions and increased power
intensity. Speed Fibre is poised to support the need for high capacity fibre
commensurate with changing demand dynamics.
The acquisition of BTCIL is expected to enhance Speed Fibre's ability to
support the growing connectivity and service needs of hyperscale and edge data
centres, multi-nationals and local Irish businesses as well as government
agencies. Once completed, this addition to the Speed Fibre platform,
represents a significant step in the Company's strategy to build platform
scale in key digital markets such as Ireland.
2. BTCIL revenues adjusted for exclusion of exiting customer and
non-core products.
DCU (acquired February 2025)
DCU £m
Original cost 76.9
Unrealised foreign exchange gain in the year 0.7
Value at 31 March 2025 77.6
The acquisition of DCU and its concurrent acquisition of Proximus' data centre
operations (subsequently renamed DCU Brussels) was signed by the Company in
October 2024, and completed in February 2025. In partnership with TINC, the
Belgian infrastructure investor, the Company has acquired a 47.5% economic
(50% voting) interest in DCU for a total equity consideration of
€93.2 million (£76.9 million), funded by drawdowns on the Company's fund
level debt facilities.
Following the completion of both transactions, the Company and TINC each hold
a 47.5% economic interest and 50% of the voting rights in the share capital of
DCU and DCU's CEO, Friso Haringsma, holds a 5.0% non‑voting economic
interest. The Investment Manager is continuing to explore investment
alongside the Company by a separate Cordiant‑managed fund.
The combined group has 13MW of IT power, comprising nine Tier III/IV data
centres across eight locations from DCU Invest and four data centres across
three locations from DCU Brussels. The combined group has capacity expansion
potential of an additional 11MW, most of which could be built across the
existing 11 locations.
DCU is the sixth Digital Infrastructure asset 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 and offers significant expansion
opportunities.
Operations
Post completion, DCU's senior management team has been bolstered as planned
with the positions of chief financial officer and general counsel being
filled. The broader team has been put in place to manage the much larger
combined business and execute on the commercial strategy.
The integration of the two businesses is progressing smoothly, with key
milestones being delivered on schedule. Operational alignment is on track, and
early collaboration across teams has reinforced our confidence in the
long-term strategic and financial potential of the combined group.
A long-term, inflation-linked master services agreement commenced in February
2025 between Proximus and DCU for ten years with two five-year extension
options. Proximus, as a direct customer, uses over 35% of the combined
group's IT power capacity. Other customers across the combined group include a
mix of blue-chip corporates and government bodies, such as Pfizer, Telenet,
Atos and the European Commission.
DCU is also in the process of refinancing its existing external debt
facilities to provide further funding for data centre expansion and expects to
complete this transaction later in 2025.
Outlook
Belgium is becoming a prime European edge and colocation market on the back of
growing IT outsourcing demand from existing businesses, as well as data
requirements from critical government institutions such as the EU and NATO.
The sales pipeline for DCU is healthy and the company is reviewing numerous
opportunities for expansion of the data centre portfolio both organically and
inorganically.
Hudson (acquired January 2022)
Hudson £m
Original cost 55.8
Value at 1 April 2024 42.3
Further investment by the Company in the year 3.4
Unrealised value loss in the year (8.4)
Unrealised foreign exchange loss in the year (1.1)
Value at 31 March 2025 36.2
Financial performance
During the year, Hudson saw revenue increase by 2.9% to $22.9 million
(£18.0 million at average exchange rates for the year), despite a decrease
in revenue from the pass-through of electricity costs. EBITDA loss reduced by
6.8% to $(4.1) million (loss of £(3.2) million at average exchange rates
for the year). The reduced loss was a result of new business wins, cost
control and operational improvements implemented by Interim CEO Atul Roy and
his team at Hudson.
The business received orders from both existing customers expanding their
footprint in the data centre and new customers. Key contract wins included
expansion from existing IT providers and the entrance of new customers such as
Sinewave, Latitude and Primcast. Cross connect revenue more than doubled
year-over-year. Hudson also received positive customer feedback from several
blue chip customers throughout the year for the support provided in customers'
cutover, installations and day-to-day operations by the Hudson onsite team.
Capacity utilisation of the sixth floor has increased by 46% to 535kW of
power. In total, space utilisation is now at 64% of the fifth and sixth
floors. The fifth floor remains fully occupied by the anchor tenant, Digital
Realty Trust.
While the pace of new sales has continued to be slower than the Investment
Manager had hoped for, Hudson has met last year's EBITDA target and has very
limited ready-for-sale space and power for new customers. The Investment
Manager has therefore approved a new investment of $16.6 million
(£12.8 million) in Hudson to build two new data halls on the sixth floor to
expand power capacity by 2MW. Additional capacity for customers will be
available from as early as January 2026 and the project is being funded by the
Company's holding company debt facilities. A subset of these two data halls
will have the capability to service high-density power requirements of up to
40kW per rack. This is being driven by the customer demand that the team has
seen during the last year. The Company expects to earn a high rate of return
on this new investment.
Hudson, meanwhile, is creating a transitionary expansion area utilising
existing surplus power and cooling capacity, which will be available from
September 2025, enabling the sales team to continue selling capacity.
Operations
Management continues to explore options to take the business forward,
including M&A, technological improvements, and engaging with various
stakeholders to increase the value of the asset. The team is now increasingly
active in the market, with an ongoing campaign to target customers in the
financial and AI driven sectors where low latency interconnection and
colocation are required.
Outlook
Hudson remains an attractive opportunity for growth and while the asset is
unlikely to show positive EBITDA in the next 12 months, the investment in the
new data halls will enable the business to build greater scale and support its
pathway to profitability.
Belgian Tower Company (acquired January 2024)
BTC £m
Original cost 5.2
Value at 1 April 2024 5.2
Unrealised value gain in the year 0.9
Unrealised foreign exchange loss in the year (0.1)
Value at 31 March 2025 6.0
Belgian Tower Company(3) (BTC) operates nine active communication towers in
Belgium. BTC recently completed initial 5G broadcast trials as part of a
consortium to demonstrate the potential for the new technology to enhance
services and provide greater efficiencies in the use of scarce
electromagnetic spectrum. BTC is planning further trials in 2025 with DPG
Media, the largest commercial broadcaster in Flanders.
BTC is working with several other European operators including TDF, Media
Broadcast and Rai Way to showcase the technology to the EU in Brussels. This
technology will enable BTC to offer additional services to broadcast
customers. The work is aligned with similar trials in the Czech Republic and
Poland involving the Company's other portfolio companies, CRA and Emitel. BTC
is also in discussions with leading mobile handset manufacturers to align
product release plans with the roll-out of 5G broadcast technology.
BTC is a cash generative business, and the Company expects it to deliver an
attractive payback period. At 31 March 2025, BTC had €1.7 million (£1.5
million) in cash on the balance sheet and post year end paid a dividend to the
Company of €0.6 million (£0.5 million).
5G broadcast technology opens the potential to offer additional services to
broadcasters and mobile operators to meet the growing demand for watching
video content on the move. Video content already drives the most traffic on
public mobile networks, accounting for around two‑thirds of overall global
mobile data consumption. 5G broadcast technology has been developed to
significantly improve efficiencies in the use of the electromagnetic spectrum
used to wirelessly distribute video and other content, it is also kinder to
the planet, with up to ten times less GHG emissions than alternative
distribution platforms. The technology can be overlaid using existing
broadcast assets with minimal upgrades.
3. Formerly called Norkring België.
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, including debt and coinvestment.
How the risk is changing
Many investment trust companies listed on the London Stock Exchange, including
the Company, continue to trade at a substantial discount to NAV. There has
been some improvement over the last year, but it remains impossible to predict
when market conditions may improve sufficiently for new equity issuance to be
undertaken.
Movement in the year
Level
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 and substantial discounts to NAV in the equity
market for investment trusts may indicate a lack of available capital for
investment. The narrowing of the discount over the last year may indicate an
increase in capital becoming available, but it is impossible to predict
whether that apparent trend may continue.
Movement in the year
Level
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
equity 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
Level
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, and valuations may be affected by foreign exchange
fluctuations. 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 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
Level
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 any 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, contributing to NAV total return of 48.0% since the Company's
IPO in 2021. This demonstrates the quality of the Investment Manager's
projections and its ability to manage the investments for growth to achieve
those projected results.
Movement in the year
Marginally lower
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 senior members of the team have had leadership
roles 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. The Company's prudent leverage position, in terms both of quantum and
terms of its debt, mean that the risk of a forced divestment is very low.
Exposure to divestment risk is limited in the short to medium term.
Movement in the year
Level
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,
and remains low, but may increase in the future as capital investment
increases under our Buy, Build & Grow model.
Movement in the year
Higher
8. The Company operates in markets in Europe and North America which are
affected by global events. Supply chain disruption may be caused by conflicts
(e.g. those in Ukraine and Gaza), political change (e.g. the rise of political
populism), climate change and public health crises.
How we mitigate risk
The Company has acquired a geographically diverse portfolio of assets in
various segments of the Digital Infrastructure market, and will continue to
seek further diversification, reducing the impact of specific events on the
Company as a whole.
How the risk is changing
The conflicts in Ukraine and Gaza continue to disrupt the world economy.
Volatility in global markets has increased significantly as a result of
political changes and consequent significant shifts in economic policies.
Movement in the year
New
Statement of Directors' responsibilities
The Companies Law requires the Directors to prepare financial statements for
each financial year and the Directors have elected to prepare the Company's
financial statements in accordance with IFRS, as issued by IASB. Under the
Companies Law, the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs
of the Company and of the profit or loss for the Company for that year, are in
accordance with IFRS and comply with any enactment for the time being in
force.
In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and apply them consistently;
- make accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business;
- present information in a manner that is relevant, reliable, comparable
and understandable; and
- state whether or not applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements. The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the financial
statements comply with the Companies Law.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for ensuring that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
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.
Website publication
The Directors are responsible for ensuring the Annual Report and the financial
statements are made available on a website. The financial statements are
published on the Company's website at www.cordiantdigitaltrust.com in
accordance with legislation in the UK governing the preparation and
dissemination of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the Company's website is
the responsibility of the Directors. The Directors' responsibilities also
extend to the ongoing integrity of the financial statements contained therein.
Legislation in Guernsey governing the preparation and dissemination of the
financial statements may differ from legislation in other jurisdictions.
Directors' responsibilities pursuant to DTR4
Each of the Directors, whose names are set out below, confirms to the best of
their knowledge and belief that:
- the Company's financial statements have been prepared in accordance with
IFRS, as issued by IASB, and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Company; and
- the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal and emerging risks and
uncertainties that they face.
Fair, balanced and understandable
The Directors are responsible for preparing the Annual Report in accordance
with applicable law and regulations. Having taken advice from the Audit
Committee, the Directors consider the Annual Report, taken as a whole, is
fair, balanced and understandable and that it provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
On behalf of the Board
Shonaid Jemmett-Page
Chairman
18 June 2025
Statement of Financial Position
As at 31 March 2025
Note As at As at
31 March 2025
31 March 2024
£'000
£'000
Non current assets
Investments at fair value through profit or loss 6 1,124,695 1,005,937
1,124,695 1,005,937
Current assets
Receivables 8 10,795 17,279
Cash and cash equivalents 6,137 60,085
16,932 77,364
Current liabilities
Loans and borrowings 9 (147,591) (157,629)
Accrued expenses and other creditors (1,517) (5,012)
(149,108) (162,641)
Net current liabilities (132,176) (85,277)
Net assets 992,519 920,660
Equity
Equity share capital 10 774,214 774,656
Retained earnings - Revenue (162) (14,538)
Retained earnings - Capital 218,467 160,542
Total equity 992,519 920,660
Number of shares in issue
Ordinary shares 10 765,715,477 766,290,477
765,715,477 766,290,477
Net asset value per ordinary share (pence) 14 129.62 120.15
The financial statements were approved and authorised for issue by the Board
of Directors on 18 June 2025 and signed on their behalf by:
Shonaid
Jemmett-Page
Sian Hill
Chairman
Director
The accompanying notes form an integral part of these financial statements.
Statement of Comprehensive Income
Year ended 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Note Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Movement in fair value of investments held at fair value through profit or 6 - 90,190 90,190 - 99,588 99,588
loss
Unrealised foreign exchange losses on investments - (1,060) (1,060) - (3,013) (3,013)
Management fee income 801 - 801 1,408 - 1,408
Dividend income 24,601 - 24,601 - - -
Interest income - - - 1,877 - 1,877
25,402 89,130 114,532 3,285 96,575 99,860
Operating expenses
Other expenses 4 (8,651) - (8,651) (7,628) (1,888) (9.516)
Investment acquisition costs - (1,212) (1,212) - (568) (568)
8,651) (1,212) (9,863) (7,628) (2,456) (10,084)
Operating profit 16,751 87,918 104,669 (4,343) 94,119 89,776
Foreign exchange movements on working capital - 2,946 2,946 - 518 518
Finance income 5 1,430 - 1,430 2,126 - 2,126
Finance expense (3,805) - (3,805) (12,125) - (12,125)
Profit for the year before tax 14,376 90,864 105,240 (14,342) 94,637 80,295
Tax charge 12 - - - - - -
Profit for the year after tax 14,376 90,864 105,240 (14,342) 94,637 80,295
Total comprehensive income for the year 14,376 90,864 105,240 (14,342) 94,637 80,295
Weighted average number of shares
Basic - ordinary 14 765,862,189 765,862,189 765,862,189 770,510,117 770,510,117 770,510,117
Diluted - ordinary 14 765,862,189 765,862,189 765,862,189 770,510,117 770,510,117 770,510,117
Earnings per share
Basic - earnings (pence) from continuing operations 14 1.88 11.86 13.74 (1.86) 12.28 10.42
Diluted - earnings (pence) from continuing operations 14 1.88 11.86 13.74 (1.86) 12.28 10.42
The accompanying notes form an integral part of these financial statements.
Statement of Changes in Equity
Year ended 31 March 2025
Note Share capital Retained earnings -Revenue Retained earnings -Capital Total equity
£'000
£'000
£'000
£'000
Opening net assets attributable to shareholders at 1 April 2023 779,157 (196) 96,750 875,711
Shares repurchased in the year (4,501) - - (4,501)
Distributions paid in the year 15 - - (30,845) (30,845)
Profit and total comprehensive income for the year - (14,342) 94,637 80,295
Closing net assets attributable to shareholders at 31 March 2024 774,656 (14,538) 160,542 920,660
Note Share capital Retained earnings -Revenue Retained earnings -Capital Total equity
£'000
£'000
£'000
£'000
Opening net assets attributable to shareholders at 1 April 2024 774,656 (14,538) 160,542 920,660
Shares repurchased in the period (442) - - (442)
Distributions paid in the year 15 - - (32,939) (32,939)
Profit and total comprehensive income for the year - 14,376 90,864 105,240
Closing net assets attributable to shareholders at 31 March 2025 774,214 (162) 218,467 992,519
The accompanying notes form an integral part of these financial statements.
Statement of Cash Flows
Year ended 31 March 2025
Note Year ended Year ended
31 March 2025 31 March 2024
£'000 £'000
Operating activities
Operating profit for the year 104,669 89,776
Adjustments to operating activities
Net gain on investments at fair value through profit or loss 6 (90,190) (99,588)
Unrealised foreign exchange loss on investment 1.060 3,013
Management fee income (801) (1,408)
Dividend income (24,601) -
Interest capitalised and receivable on shareholder loan investments 6 - (1,877)
Decrease/(increase) in receivables 5,520 (2,979)
Increase/(decrease) in payables 359 (31)
Cash received on settled foreign currency contract - 37,167
Cash paid on foreign currency contract - (37,177)
Net cash flows used in operating activities (3,984) (13,104)
Cash flows used in investing activities
Investment additions 6 (29,628) (66,224)
Finance income 1,616 867
Loan interest received - 3,978
Repayment of shareholder loan received - 26,384
Dividend income 24,601 -
Net cash flows used in investing activities (3.411) (34,995)
Cash flows (used in)/generated from financing activities
Shares repurchased 10 (442) (4,501)
Loan drawn down 9 - 148,992
Loan repaid 9 (10,828) (7,610)
Finance costs paid (1,500) (7,428)
Dividends paid 15 (32,939) (30,845)
Net cash flows (used in)/generated from financing activities (45,709) 98,6084
(Decrease)/increase in cash and cash equivalents during the year (53,104) 50,509
Cash and cash equivalents at the beginning of the year 60,085 10,498
Exchange translation movement (844) (922)
Cash and cash equivalents at the end of the year 6,137 60,085
The accompanying notes form an integral part of these financial statements.
Notes to the 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. 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 10 gives more
information on share capital.
2. Material accounting policies
The material accounting policies applied in the preparation of these financial
statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with IFRS as issued
by the IASB, the Statement of Recommended Practice issued by the Association
of Investment Companies (the AIC SORP) and the Companies (Guernsey) Law
2008.
The financial statements have been prepared on an historical cost basis as
modified for the measurement of certain financial instruments at fair value
through profit or loss. 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 material accounting policies are set out below.
Going concern
The financial statements have been prepared on a going concern basis. As at 31
March 2025, the Company had net current liabilities of £132.2 million. The
Directors have assessed the Company's financial position, including its access
to group support and funding arrangements, and have a reasonable expectation
that the Company has adequate resources to meet its liabilities as they fall
due for at least the next twelve months
While the ongoing conflicts and political changes in different parts of the
world during the year have created some supply chain disruption and market
volatility, 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 have reviewed different scenarios and stress testing of the cash
flow forecasts prepared by the Investment Manager to understand the resilience
of the Company's cash flows to adverse scenarios.
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 key potential impacts above 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 above risks have created a
material uncertainty over the assessment of the Company as a going concern.
As further detailed in note 6 to the financial statements, the Board 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 careful consideration and
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 19 June 2025 to 30 September 2026, 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
then 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
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 purchase or the date on which
the Company became party to the contractual requirements of the asset.
Financial assets are initially recognised at cost, being the fair value of
consideration given. Transaction costs of financial assets at fair value
through profit or loss 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 but no longer has control over the asset 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 measured 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 interim and annual valuation point, 30 September
and 31 March respectively.
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 plus outstanding interest. Any gain or loss on the loan
investment is 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 at 31 March and 30
September each year.
The Investment Manager derives the key assumptions of the valuations of the
assets proposed to the Board and performs sensitivity analysis on them. The
results of this sensitivity analysis are included in note 6.
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.
Cash collateral
Cash collateral is classified as a financial asset at amortised cost. It is
measured at amortised cost. Cash collateral is recorded based on agreements
entered into with an entity without notable history of default causing ECL to
be immaterial and therefore not 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 is derecognised, in whole or in part, when the Company
has extinguished its contractual obligations, or 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 are recognised on an accruals basis in the Statement of Comprehensive
Income in the period in which they are incurred.
Taxation
The Company has met the conditions in section 1158 Corporation Tax Act 2010
and the Investment Trust (Approved Company) (Tax) Regulations 2011 for each
period to date, and it is the intention of the Directors to conduct the
affairs of the Company so that it continues to satisfy those conditions and
continues to be approved by HMRC as an investment trust.
In respect of each accounting period for which the Company is approved by HMRC
as an investment trust, the Company will be exempt from UK corporation tax on
its chargeable gains and its capital profits from creditor loan relationships.
The Company will, however, be subject to UK corporation tax on its income
(currently at a rate of 25%).
In principle, the Company will be liable to UK corporation tax on its dividend
income. However, there are broad-ranging exemptions from this charge which
would be expected to be applicable in respect of most of the dividends the
Company may receive.
A company that is an approved investment trust in respect of an accounting
period is able to take advantage of modified UK tax treatment in respect of
its 'qualifying interest income' for an accounting period. It is expected that
the Company will have material amounts of qualifying interest income and that
it may, therefore, decide to designate some or all of the dividends paid in
respect of a given accounting period as interest distributions.
To the extent that the Company receives income from, or realises amounts on
the disposal of, investments in foreign countries it may be subject to foreign
withholding or other taxation in those jurisdictions. To the extent it relates
to income, this foreign tax may, to the extent not relievable under a double
tax treaty, be able to be treated as an expense for UK corporation tax
purposes, or it may be treated as a credit against UK corporation tax up to
certain limits and subject to certain conditions.
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
reporting date. 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 is not a business combination and
that affects neither the taxable profit nor the accounting profit. Deferred
tax assets and 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; 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 the pound sterling, reflecting the
primary economic environment in which it operates. The Company has chosen
pounds sterling as its presentation currency for financial reporting purposes.
Foreign currency transactions during the year, including purchases and sales
of investments, income and expenses are translated into pounds sterling at the
rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in currencies other than pounds
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 pounds 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 as at which the
fair value was determined. Foreign currency 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 gains and losses on other financial instruments are included
in profit or loss in the Statement of Comprehensive Income as a finance income
or expense.
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 as a whole. The key measure of performance used by the
Directors 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 Annual 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 2024
The Board has considered new standards and amendments that are mandatorily
effective from 1 January 2024 and with the exception of the Disclosure of
Accounting Policies (Amendment to IAS1) has not had a significant impact on
the financial statements.
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 31 March 2025 reporting
period and have not been adopted early by the Company.
- Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates, effective from 1 January 2024;
- Annual Improvements to IFRS Accounting Standards, effective from 1 January
2026:
Amendments to: (i) IFRS 1 First-time Adoption of International Financial
Reporting Standards (ii) IFRS 7 Financial Instruments: Disclosures and its
accompanying Guidance on Implementing IFRS 7 (iii) IFRS 9 Financial
Instruments (iv) IFRS 10 Consolidated Financial Statements (v)
IAS 7 Statement of Cash flows; and
- IFRS 18 Presentation and Disclosure in Financial Statements, effective from 1
January 2027.
IFRS 18 will impact the presentation and disclosure of income and expense
items in the Financial Statements but there is not expected to be any impact
on the financial position or performance figures.
3. Significant accounting judgements, estimates and assumptions
The preparation of the 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.
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 key estimates made by
the Company are disclosed in note 6.
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.
Judgements
In the process of applying the Company's accounting policies, management has
made the following judgements, which have the most significant effect on the
amounts recognised in the financial statements:
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 7.
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 year ended 31 March 2025 is included in
note 6 and relates to the determination of fair value of investments with
significant unobservable inputs.
Climate change
In preparing the financial statements, the Directors have considered the
impact of climate change, particularly in the context of the climate change
risks identified in the ESG report section of the Strategic report.
In preparing the financial statements, the Directors have considered the
medium- and longer-term cash flow impacts of climate change on a number of key
estimates within the financial statements, including:
- the estimates of future cash flows used in assessments of the fair value of
investments; and
- the estimates of future profitability used in the assessment of distributable
income.
These considerations did not have a material impact on the financial reporting
judgements and estimates in the current year. This reflects the conclusion
that climate change is not expected to have a significant impact on the
Company's short- or medium-term cash flows including those considered in the
going concern and viability assessments.
4. Other expenses
Other expenses in the Statement of Comprehensive Income comprise:
Year ended Year ended
31 March 2025
31 March 2024
£'000
£'000
Management fees 6,056 5,928
Legal and professional fees 1,156 713
Aborted deal fees - 1,888
Directors' fees 185 185
Fees payable to the statutory auditor 218 198
Other expenses 1,036 604
8,651 9,516
5. Finance income
Finance income in the Statement of Comprehensive Income comprises:
Year ended Year ended
31 March 2025
31 March 2024
£'000
£'000
Bank interest received 130 418
Interest on fixed-term deposits(1) 1,157 1,708
Other income 143 -
1,430 2,126
1. During the period ended 31 March 2025, the Company invested
£5.0 million in JP Morgan and £4.7 million in Investec fixed term deposits
at an average interest rate of 3% per annum. At 31 March 2025 £5.0 million
of these deposits had not matured.
During the prior year ended 31 March 2024, the Company entered into two
foreign exchange forward contracts totalling £37.2 million. The maturity date
of one of these foreign exchange forwards was 27 March 2024 and for the other
instrument was 3 May 2024. During the year ended 31 March 2025, the Company
entered into one foreign exchange forward contract which remains outstanding
as at 31 March 2025. The fair value gain or loss on these instruments was
immaterial.
6. Investments at fair value through profit or loss
As at 31 March 2025 Loans Equity Total
£'000
£'000
£'000
Opening balance 9,444 996,493 1,005,937
Additions 3,442 26,186 29,628
Shareholder loan repayment - - -
Interest on promissory loan notes - - -
Net gains on investments (251) 89,381 89,130
12,635 1,112,060 1,124,695
As at 31 March 2024 Loans Equity Total
£'000
£'000
£'000
Opening balance 37,350 834,965 872,315
Additions 4,807 61,485 66,292
Shareholder loan repayment (32,530) - (32,530)
Interest on promissory loan notes 1,877 - 1,877
Net gains on investments (2,060) 100,043 97,983
9,444 996,493 1,005,937
During the year ended 31 March 2025, the Company subscribed for 20 million
additional ordinary shares (31 March 2024: 43.5 million) in its subsidiary
Cordiant Digital Holdings UK Limited (CDH UK) for cash consideration of £26.2
million (31 March 2024: £61.5 million).
On 2 March 2025, the Company's indirect subsidiary, Cordiant Digital Holdings
Six Limited (CDH6), completed the acquisition of a 47.5% economic (50% voting)
interest in DCU Invest NV. Concurrently, DCU Invest NV acquired the entire
share capital of Datacenter United Brussels NV, the data centre business of
Proximus Group, for a total consideration of £60.1 million (€72.3 million).
The cost of the Company's indirect equity investment in DCU Invest NV was
£53.9 million (31 March 2024: nil). Additionally, CDH6 provided a shareholder
loan of €30 million to DCU Invest NV, which was partially converted into
500,735 Class A shares valued at €1.5 million. As at 31 March 2025, the
total cost and fair value of the Company's indirect investment in DCU Invest
NV, including the shareholder loan, was €93.2 million (£77.6 million).
As at 31 March 2025, the equity investment in CDIL Data Centre USA LLC, the
legal entity operating as Hudson Interxchange (Hudson) was valued at £23.6
million (31 March 2024: £32.8 million) and the loan investment in Hudson at
£12.6 million (31 March 2024: £9.4 million). The total investment in Hudson
was valued at £36.2 million (31 March 2024: £42.3 million).
The fair value of the Company's equity investment in České Radiokomunikace
a.s. (CRA) held through its indirect subsidiary Cordiant Digital Holdings Two
Limited (CDH Two) as at 31 March 2025 was £429.0 million (31 March 2024:
£385.9 million).
In the prior year ended 31 March 2024, the Company's indirect subsidiary,
Cordiant Digital Holdings One Limited (CDH One) restructured part of its
equity investment in Emitel S.A. (Emitel) into a loan investment. £37.2
million (PLN 192.5 million) was transferred from equity to loan. As at 31
March 2025, the Emitel loan investment was valued at £9.6 million (31 March
2024: £35.0 million) and the remaining equity investment was valued at
£571.8 million (31 March 2024: £490.0 million). The fair value of the
Company's total indirect investment in Emitel as at 31 March 2025 was £581.4
million (31 March 2024: £525.0 million).
In the prior year ended 31 March 2024 the Company, through its indirect
subsidiary Cordiant Digital Holdings Ireland Limited (CDHI), acquired Speed
Fibre DAC (Speed Fibre) at a cash cost of £53.6 million, a vendor loan note
of £25.6 million and a provision for deferred consideration of £4.8 million.
During the year ended 31 March 2025, the deferred consideration was settled
for the amount of £1.3 million, and the vendor loan note was paid in full.
The adjusted cost was therefore £80.5 million. The fair value of the
Company's indirect investment in Speed Fibre at 31 March 2025 was £87.3
million (31 March 2024: £86.4 million).
In the prior year ended 31 March 2024 the Company, through CDH UK, acquired
Belgian Tower Company (Belgian Tower), formerly Norkring N.V., at a cost of
£5.4 million. The fair value of the Company's indirect investment in Belgian
Tower as at 31 March 2025 was £5.9 million (31 March 2024: £5.2 million).
The table below details all gains on investments through profit or loss.
As at 31 March 2025 Loans Equity Total
£'000
£'000
£'000
Movement in fair value of investments - 90,190 90,190
Unrealised foreign exchange loss on investment (251) (809) (1,060)
Management fee income(1) - - -
Shareholder loan interest income - - -
(251) 89,381 89,130
As at 31 March 2024 Loans Equity Total
£'000
£'000
£'000
Movement in fair value of investments - 99,588 99,588
Unrealised foreign exchange loss on investment (2,060) (953) (3,013)
Management fee income(1) - 1,408 1,408
Shareholder loan interest income 1,877 - -
(183) 100,043 99,860
1. The management fee income for the current year is included as a
receivable in other debtors (see note 8). In the prior year ending 31 March
2024, it was included in the fair value of investments.
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 carried out 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.
During the year ended 31 March 2025, there were no transfers of investments
at fair value through profit or loss from or to Level 3 (31 March 2024: nil).
The Company's investments in CRA, Hudson Interxchange, Speed Fibre DAC, Emitel
and Belgian Tower 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,
December 2031 for Speed Fibre, March 2037 for Hudson Interxchange and March
2032 for Belgian Tower. The terminal value is calculated using an assumed
terminal growth rate (TGR) into perpetuity based on anticipated industry
trends and long-term inflation rates. The Company's investment in DCU has been
valued at cost, the price of recent investment being regarded as the most
appropriate indicator of fair value.
The DCF valuation methodology requires estimation of unobservable inputs. The
following table summarises the effect on the valuation of the Company's
portfolio of reasonably possible alternative investment assumptions with
regards to those estimates; these are calculated using the DCF valuation
models referred to above:
31 March 2025
Unobservable input Valuation if Valuation if
Range rate increases Movement in valuation (£m) rate decreases by 1% (£m) Movement in valuation (£m)
by 1% (£m)
WACC 8.8%-10.6% 948 (270) 1,391 173
TGR 0%-2.4% 1,308 183 1,011 (114)
31 March 2024
Unobservable input Valuation if Valuation if
Range rate increases Movement in valuation (£m) rate decreases by 1% (£m) Movement in valuation (£m)
by 1% (£m)
WACC 9.00%-10.13% 858 (182) 1,276 236
TGR 1.25%-2.40% 1,194 154 920 (119)
Changes to WACC and TGR could be driven by, among other factors: market
movements in interest rates, inflation rates and other macroeconomic
indicators; perception of risk and volatility in debt and equity markets
affecting general market returns; and political and societal changes and
technological developments affecting the operations of the portfolio companies
and the countries in which they operate. These sensitivity measures exclude
the working capital balances of investee companies in the structure.
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.
7. Unconsolidated subsidiaries
The following table shows the subsidiaries of the Company. As the Company
qualifies as an Investment Entity as referred to in note 3, these
subsidiaries have not been consolidated in the preparation of the unaudited
condensed interim financial statements:
Investment Place of business Ownership interest Ownership interest
at 31 March 2025
at 31 March 2024
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%
Cordiant Digital Holdings Three Limited United Kingdom 100% 100%
Cordiant Digital Holdings Four Limited United Kingdom 100% 100%
Cordiant Digital Holdings Five Limited United Kingdom 100% 0%
Cordiant Digital Holdings Six Limited United Kingdom 100% 0%
Cordiant Digital Holdings Ireland Ireland 100% 100%
Communications Investments Holdings s.r.o. Czech Republic 100% 100%
České Radiokomunikace a.s. (Czechia) Czech Republic 100% 100%
Czech Digital Group, a.s Czech Republic 100% 100%
Cloud4com s.r.o. Czech Republic 100% 100%
Datové centrum Lužice s.r.o. Czech Republic 100% 100%
Emitel S.A. Poland 100% 100%
RTTS Sp. z o.o Poland 100% 0%
EM Cast Sp. Z.o.o Poland 100% 0%
Allford Investments sp. z o.o. Poland 100% 100%
EM Properties sp. z o. o. Poland 100% 100%
EM Projects sp. z o. o. Poland 100% 100%
Hubb Investments sp. z o. o. Poland 100% 100%
Magnet Networks Limited Ireland 100% 100%
Belgian Tower Company N.V. Belgium 100% 100%
Speed Fibre DAC Ireland 100% 100%
Speed Fibre 2 Holdings Limited Ireland 100% 100%
Speed Fibre Intermediate Holdings Limited Ireland 100% 100%
Speed Fibre Borrower Limited Ireland 100% 100%
Speed Fibre Financing Limited Ireland 100% 100%
Airspeed Communications Holdings ULC Ireland 100% 100%
Airspeed Communications Solutions ULC Ireland 100% 100%
Airspeed Networks Limited Isle of Man 100% 100%
Speed Fibre Group Limited Ireland 100% 100%
Airspeed Communications Limited Ireland 100% 100%
E-Nasc Éireann Teoranta Ireland 100% 100%
Enet Telecommunications Networks Limited Ireland 100% 100%
DCU Invest NV Belgium 47.5% 0%
DataCenter United Belgium 47.5% 0%
Antwerp DataCenter BV Belgium 47.5% 0%
Antwerp DC BV Belgium 47.5% 0%
DATAZONE BV Belgium 47.5% 0%
DC Star NV Belgium 47.5% 0%
Digiscape BV Belgium 47.5% 0%
Brussels DC NV Belgium 47.5% 0%
DCU Invest NV Belgium 47.5% 0%
The following additional information is provided in relation to unquoted
investments as recommended by the AIC SORP.
Turnover Pre-tax profit/(loss) Net assets/(liabilities)
Emitel(1) £129.4 million £41.9 million £228.6 million
CRA(2) £95.7 million £19.8 million £23.2 million
Hudson(3) £17.9 million £(9.7) million £24.1 million
Speed Fibre(4) £67.3 million £(10.2) million £(105.1) million
Belgian Tower(5) £6.7 million £(0.2) million £4.3 million
DCU Invest NV(6) - - -
1. Figures from Emitel's management pack for the year ended
31 December 2024.
2. Figures from CRA's management pack for the year ended
31 March 2025.
3. Figures from Hudson's management pack for the period from
13 January 2023 to 31 March 2025.
4. Figures from Speed Fibre DAC management pack for the year ended 31
December 2024.
5. Figures from Belgian Tower Company's management pack for the 15
months ended 31 March 2025
6. No meaningful data available. DCU is a combination of business,
only one of which existed as a separate entity before the Company's
acquisition of both businesses on 28 February 2025.
The amounts invested in the Company's unconsolidated subsidiaries during the
year and their carrying value at 31 March 2025 are as outlined in note 6.
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.
During the year, the Investment Manager received immaterial fees from Emitel,
CRA and CDH UK for advisory services rendered.
Subsidiaries held in the Czech Republic, Ireland, Belgium and Poland are 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.
8. Trade and other receivables
As at 31 March 2025 As at 31 March 2024
£'000
£'000
Cash collateral 8,755 8,963
Other debtors 1,891 6,582
Amounts receivable from related parties 68 1,599
Prepayments 81 105
Interest receivable - 30
10,795 17,279
Cash collateral relates to one security deposit held in money market accounts.
An amount of USD 11.3 million (£8.8 million) relates to collateral for a
letter of credit relating to the lease of the building occupied by Hudson, and
during the year ended 31 March 2025, the cash collateral generated interest at
a rate of 4.8% per annum (31 March 2024: 5.4% per annum).
9. Loan and borrowings
As at 31 March 2025 As at 31 March 2024
£'000
£'000
Opening balance 157,629 20,287
Drawdown of principal during the year 160,225 148,962
Repayment of principal during the year (166,399) (9,990)
Realised exchange gain (2,075) -
Unrealised exchange gain (1,819) (1,630)
147,591 157,629
On 29 July 2024, the Company fully settled its €191.8 million loan and
related interest previously owed to CDH Two through €1.8 million of its own
cash reserves and a new intercompany loan of €190.0 million with CDH UK. CDH
UK financed this loan by accessing its financing facility of up to €375.0
million, arranged with an international syndicate of banks and infrastructure
debt funds, with Apex Group Hold Co (UK) Limited acting as facility agent. The
loan issue of €190.0 million was settled directly between CDH UK and CDH
Two; consequently, the statement of cash flows remains unaffected.
The new intercompany liability to CDH UK amounting to €190.0 million is
interest‑free, repayable on demand, and subject to specified repayment
dates. During the year, principal cash repayments of €12.9 million were
made. As at 31 March 2025, the outstanding balance was €177.1 million
(£147.6 million), with no interest accrued or payable.
10. 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
31 March 2025 £'000 31 March 2024 £'000
Number of shares Number of shares
Issued and fully paid 773,559,707 780,100 773,559,707 780,100
Shares held in treasury (7,844,230) (5,886) (7,269,230) (5,444)
Outstanding shares at year end 765,715,477 774,214 766,290,477 774,656
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 shares carry no right to any dividends paid by the Company and
have no voting rights.
No subscription shares have been exercised between 31 March 2025 and the
date of this report.
Treasury shares
31 March 2025 31 March 2024
Number of shares Number of shares
Opening balance 7,269,230 1,050,000
Shares repurchased during the year 575,000 6,219,230
Closing balance at year end 7,844,230 7,269,230
The Company has undertaken market buybacks during the year. The movements are
shown in the table above. The average purchase price of the shares bought back
during the year is 76.9 pence (31 March 2024: 72.4 pence). The average price
at which shares were repurchased represents a 38.2% discount to the NAV per
share (31 March 2024: 39.8%) at the time of repurchase. The shares repurchased
were funded out of distributable reserves.
Subscription shareholders have no right to any dividends paid by the Company
and have no voting rights.
.
11. Audit fees
Other operating expenses include fees payable to the Company's auditor, which
amounted to £218,000 for the audit of the statutory financial statements for
the year ended 31 March 2025 (31 March 2024: £198,000). No fees were
incurred for other audit-related or non-audit services in either year. At 31
March 2025, there were no audit fees from the year ended 31 March 2024
remaining unpaid.
12. Taxation
a) Analysis of the tax charge for the year
Corporation tax Year ended Year ended
31 March 2025
31 March 2024
£'000
£'000
Taxation for the year (see note 12b) - -
b) Factors affecting the tax charge for the year
The tax assessed for the year ended 31 March 2025 is lower than the Company's
applicable rate of corporation tax for that year of 25%. The factors affecting
the tax charge for the year are as follows:
Year ended Year ended
31 March 2025
31 March 2024
£'000
£'000
Profit on ordinary activities before tax 105,240 80,427
Profit before tax multiplied by rate of corporation tax rate in the UK of 25% 26,310 20,107
(2024: 25%)
Effects of:
Net investment returns not subject to corporation tax (23,019) (24,306)
Non-deductible expenses 397 2,180
Amounts taxable in different periods - (173)
Surrender of expenses to other group companies 620 -
Dividends not subject to corporation tax (6,150) -
Current year management expenses not utilised 2,463 2,192
Total tax for the year (see note 12a) - -
c) Deferred taxation
The Company has an unrecognised deferred tax asset of £3,955,000 (Prior year:
£2,192,000) based on a main rate of corporation tax of 25%, in respect of
excess management expenses of £11,821,000 and non-trading loan relationship
deficits of £4,000,000 (Prior year: £6,768,000 and £2,000,000
respectively).
It is unlikely that the Company will generate sufficient taxable profits in
the future to utilise these expenses and therefore no deferred tax asset has
been recognised.
Due to the Company's status as an investment trust and the intention to
continue to meet the conditions required to retain that status, the Company
has not provided for tax on any capital gains or losses arising on the
revaluation of investments.
13. Management and performance fees
Under the Investment Management Agreement, 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 using
the closing market capitalisation for each LSE trading day for the relevant
month, and paid monthly in arrears. 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 will only be 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 year ended 31 March 2025, the Investment Manager has charged
management fees of £6.1 million (31 March 2024: £5.9 million) to the
Company, with £0.5 million (31 March 2024: £0.6 million) owed at year
end.
During the twelve months ended 31 March 2025, the Investment Manager made open
market purchases of 659,559 shares (31 March 2024: 444,772 shares) at an
average price of 82.7 pence per share (31 March 2024: 73.8 pence per share).
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 was
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 year ended 31 March 2025, no performance fee is due to the
Investment Manager (31 March 2024: £nil) and no amount has been accrued as
the share price performance hurdle has not been met.
14. Earnings per share and net asset value per share
Ordinary shares Year ended 31 March 2025
Earnings per share Basic Diluted
Allocated profit attributable to this share class - £'000 105,240 105,240
Weighted average number of shares in issue 765,862,189 765,862,189
Earnings per share from continuing operations in the year (pence) 13.74 13.74
Ordinary shares Year ended 31 March 2024
Earnings per share Basic Diluted
Allocated profit attributable to this share class - £'000 80,295 80,295
Weighted average number of shares in issue 770,510,117 770,510,117
Earnings per share from continuing operations in the year (pence) 10.42 10.42
As at 31 March 2025, there were 6,434,884 (31 March 2024: 6,434,884)
Subscription Shares in issue. During the year ended 31 March 2025, nil
(31 March 2024: nil) Subscription Shares were exercised.
Year ended Year ended
31 March 2025
31 March 2024
Weighted average number of shares used in basic earnings per share 765,862,189 770,510,117
Weighted average number of shares used in diluted earnings per share 765,862,189 770,510,117
Net asset value - £'000 992,519 920,660
Number of ordinary shares issued 765,715,477 766,290,477
Net asset value per ordinary share (pence) 129.62 120.15
15. Dividends paid with respect to the year/period
Dividends paid during the year ended 31 March 2025 Dividend Total dividend
per ordinary share
£'000
pence
Second interim dividend in respect of the period ended 31 March 2024 2.20 16,859
Interim dividend in respect of the period ended 31 March 2025 2.10 16,080
32,939
Dividend declared Dividend Total dividend
per ordinary share
£'000
pence
Second interim dividend in respect of the year ended 31 March 2025 2.25 17,229
Dividends paid during the year ended 31 March 2024 Dividend Total dividend
per ordinary share
£'000
pence
Second interim dividend in respect of the year ended 31 March 2023 2.00 15,450
Interim dividend in respect of the year ended 31 March 2024 2.00 15,395
30,845
On 18 June 2025, the Board approved a second interim dividend of 2.25 pence
per share in respect of the period from 1 April 2024 to 31 March 2025,
bringing the total dividend for the year to 4.35 pence per share. The record
date for this dividend is 11 July 2025 and the payment date is 30 July 2025.
16. Financial risk management
Financial risk management objectives
The Company's investing activities intentionally expose it to various types of
risks that are associated with the underlying investments. The Company makes
the investment in order to generate returns in accordance with its investment
policy and objectives.
The most important types of financial risks to which the Company is exposed
are market risk (including price, interest rate and foreign currency risk),
liquidity risk and credit risk. The Board of Directors has overall
responsibility for the determination of the Company's risk management and sets
policy to manage that risk at an acceptable level to achieve those objectives.
The policy and process for measuring and mitigating each of the main risks are
described below.
The Investment Manager and the Administrator provide advice to the Company
which allows it to monitor and manage financial risks relating to its
operations through internal risk reports which analyse exposures by degree and
magnitude of risks. The Investment Manager and the Administrator report to the
Board on a quarterly basis.
Categories of financial instruments
For those financial assets and liabilities carried at amortised cost, the
Directors are of the opinion that their carrying value approximates to their
fair value.
31 March 2025 31 March 2024
£'000 £'000
Financial assets
Financial assets at fair value through profit or loss:
- Investments 1,124,695 1,005,937
Other financial assets at amortised cost:
- Cash and cash equivalents 6,137 60,085
- Trade and other receivables 10,719 17,174
Financial liabilities
Financial liabilities at amortised cost:
- Loans and borrowings (147,591) (157,629)
- Accrued expenses and other creditors (1,517) (5,012)
Fair value hierarchy
The table below analyses financial instruments measured at fair value at the
reporting date by the level in fair value hierarchy into which the fair value
measurement is categorised. The amounts are based on the values recognised in
the Statement of Financial Position. All fair value measurements below are
recurring.
As at 31 March 2025 Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Financial assets
Financial assets at fair value through profit or loss:
- Investments - - 1,124,695 1,124,695
- - 1,124,695 1,124,695
As at 31 March 2024 Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Financial assets
Financial assets at fair value through profit or loss:
- Investments - - 1,005,937 1,005,937
- - 1,005,937 1,005,937
Capital risk management
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the capital return to shareholders. The
capital structure of the Company consists of issued share capital and retained
earnings, as stated in the Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may issue
new shares. There are no external capital requirements imposed on the Company.
Market risk
Market risk includes price risk, foreign currency risk and interest rate risk.
Price risk
The underlying investments held present a potential risk of loss of capital to
the Company. As outlined in note 6, investments are in the form of shareholder
loans and equity with protective provisions in place. Price risk arises from
uncertainty about future prices of underlying financial investments held by
the Company. As at 31 March 2025, the fair value of investments, excluding
cash and cash equivalents, was £1,124.7 million (31 March 2024: £1,005.9
million) and a 5% increase/ (decrease) in the price of investments with all
other variables held constant would result in a change to the fair value of
investments of +/- £56.1 million (31 March 2024: £50.3 million). Please
refer to note 6 for quantitative information about the fair value measurements
of the Company's Level 3 investments.
The Company is exposed to a variety of risks which may have an impact on the
carrying value of its investments. The risk factors are set out below.
Not actively traded
The Company's investments are not generally traded in an active market but are
indirectly exposed to market price risk arising from uncertainties about
future values of the investments held. The investments of the Company vary as
to geographic distribution of operations and size, all of which may impact the
susceptibility of their valuation to uncertainty.
Concentration
The Company invests in the Digital Infrastructure sector. While the Company is
subject to the investment and diversification restrictions in its investment
policy, within those limits material concentrations of investments may arise.
As at 31 March 2025, the Company held two direct investments comprising a loan
and equity investment in Hudson and an equity investment in CDH UK. Through
CDH UK and its subsidiaries, the Company held five indirect investments in
Emitel, CRA, Speed Fibre, Belgian Tower and DCU Invest NV. Emitel and CRA are
classified as significant holdings, representing approximately 47.8 per cent
and 35.2 per cent of the Company's net asset value, respectively.
Although the investments are in the same industry, each individual underlying
data centre, mobile telecommunications tower or segment of a fibre-optic
network held within the portfolio constitutes a separate Digital
Infrastructure asset. This risk is managed through careful selection of
investments within the specified limits of the Company's investment policy.
Each of these investment restrictions is calculated and applied as at the time
of investment and non-compliance resulting from changes in the price or value
of assets following investment is not considered a breach of the investment
restrictions.
Foreign currency risk
The Company invests in financial instruments and enters into transactions that
are denominated in currencies other than its functional currency, primarily in
Polish zloty, Czech koruna, Euros and US dollars.
The Company's currency risk is managed by the Investment Manager in accordance
with the policies and procedures in place.
The Company also has exposure to foreign currency risk due to the payment of
some expenses in Polish zloty, Czech koruna, Euros, US dollars and Canadian
dollars. Consequently, the Company is exposed to risks that the exchange rate
of its currency relative to other foreign currencies may change in a manner
that has an adverse effect on the value of that portion of the Company's
assets or liabilities denominated in currencies other than pounds sterling.
Any exposure to foreign currency risk at the underlying investment level is
captured within price risk.
The following table sets out, in pounds sterling, the Company's total exposure
to foreign currency risk and the net exposure to foreign currencies of the
monetary assets and liabilities. Of the total exposure set out below, the
Company's direct foreign exchange exposure is £36.5 million (31 March 2024:
£66.7 million).
USD CZK CAD EUR GBP PLN Total
As at 31 March 2025 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Financial assets at fair value through profit or loss 36,240 428,639 - 78,384 - 581,432 1,124,695
Total non-current assets 36,240 428,639 - 78,384 - 581,432 1,124,695
Current assets
Receivables 8,755 402 - 538 701 399 10,795
Cash and cash equivalents 259 - 1 - 5,877 - 6,137
Total current assets 9,014 402 1 538 6,578 399 16,932
Current liabilities
Loans and borrowings - - - (147,591) - - (147,591)
Accrued expenses and other creditors (29) - - (198) (1,290) - (1,517)
Total current liabilities (29) - - (147,789) (1,290) - (149,108)
Total net assets 45,225 429,041 1 (68,867) 5,288 581,831 992,519
USD CZK CAD EUR GBP PLN Total
As at 31 March 2024 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Financial assets at fair value through profit or loss 42,262 385,941 - 52,654 30 525,050 1,005,937
Total non-current assets 42,262 385,941 - 52,654 30 525,050 1,005,937
Current assets
Receivables 9,171 - - 2,568 5,540 - 17,279
Cash and cash equivalents 67 - - 40,734 19,284 - 60,085
Total current assets 9,238 - - 43,302 24,824 - 77,364
Current liabilities
Loans and borrowings - - - (157,629) - - (157,629)
Accrued expenses and other creditors (29) - - (3,862) (1,121) - (5,012)
Total current liabilities (29) - - (161,491) (1,121) - (162,641)
Total net assets 51,471 385,941 - (65,535) 23,733 525,050 920,660
The table below sets out the effect on the net assets against a reasonably
possible weakening of the pound against the US dollar, Czech koruna, Polish
zloty and euros by 5%, at 31 March 2025.The analysis assumes that all other
variables remain constant.
Effect in increase of pounds sterling As at 31 March 2025 As at 31 March 2024
£'000
£'000
USD 2,261 2,574
CZK 21,452 19,297
PLN 29,092 26,253
EUR (3,443) (3,277)
A strengthening of the pound against the above currencies would have resulted
in an equal but opposite effect to the amounts shown above.
Interest rate risk
The Company's exposure to interest rate risk relates to the Company's cash and
cash equivalents and intercompany loans and borrowings. The Company is subject
to risk due to fluctuations in the prevailing levels of market interest rates.
As at 31 March 2025, the cash balance held by the Company was £6.1 million
(31 March 2024: £60.1 million). A 1% increase/(decrease) in interest rates
with all other variables held constant would result in a change to interest
received of +/- £0.06 million (31 March 2024: +/- £0.6 million) per annum.
As at 31 March 2025, the intercompany loans and borrowings balance held by the
Company was £147.6 million (31 March 2024: £157.6 million). A 1%
increase/(decrease) in interest rates with all other variables held constant
would result in a change to interest payable of +/- £1.5 million
(31 March 2024: £1.6 million). This effect at the Company level would be
offset by an equal and opposite change in the investments as the loan is with
a 100% owned subsidiary (note 17).
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of
Directors.
Liquidity risk is defined as the risk that the Company may not be able to
settle or meet its obligations on time or at a reasonable price. The Company's
policy and the Investment Manager's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient liquidity to
meet its liabilities when due, under both normal and stress conditions,
without incurring unacceptable losses or risking damage to the Company's
reputation. The Company's liabilities are made up of estimated accruals and
trade creditors which are due to be settled within three months of the year
end.
The Company's liquidity risk arises principally from the fact that there is no
liquid market for its investments and it may not be able to realise their full
value on a timely basis. The Company will maintain flexibility in funding by
keeping sufficient liquidity in cash and cash equivalents, which may be
invested on a temporary basis in line with the cash management policy as
agreed by the Directors from time to time.
The Company adopts a prudent approach to liquidity management and through the
preparation of budgets and cash flow forecasts maintains sufficient cash
reserves to meet its obligations.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
Financial assets mainly consist of cash and cash equivalents, cash collateral
recorded within trade and other receivables and investments at fair value
through profit or loss. The Company's risk on liquid funds is managed by only
depositing monies with institutions with a short term credit rating of A1/P-1
- A1/F1 or equivalent. Cash collateral is recorded as a financial asset at
amortised cost due to contractual restrictions that limit its immediate
availability and its risk is managed through rigorous counterparty due
diligence.
The table below shows the material cash balances, including those held as cash
collateral, and the credit ratings for the counterparties used by the Company
at the year-end date:
Credit ratings:
Location 31 March 2025 31 March 2024
£'000 £'000
Royal Bank of Scotland International Guernsey 1,110 24,481
JP Morgan UK 5,000 -
Investec Bank Plc UK 27 35,604
Royal Bank of Scotland International (long term) Guernsey 8,755 8,963
S&P Moody's Fitch
Royal Bank of Scotland International A/A-1 A1/P-1 A1/F1
JP Morgan Not rated A1/P-1 AA-/F1+
Investec Bank Plc Not rated A1/BAA1 BBB+/ A-
Royal Bank of Scotland International (long term) A+/A-1 A1 A+
The Company's maximum exposure to loss of capital at the year/period end is
shown below:
Carrying value and maximum exposure
31 March 2025 31 March 2024
£'000
£'000
Financial assets (including cash and equivalents but not prepayments) 16,846 77,259
Gearing
As at the date of these financial statements the Company had gearing of 14.9%
(31 March 2024: 17.1%) calculated as loans and borrowings divided by net
assets.
17. Related party transactions
Directors
The Company has four non-executive Directors, each of whom is considered to be
independent. Directors' fees for the year ended 31 March 2025 amounted to
£185,000 (31 March 2024: £185,000), of which £nil (31 March 2024:
£nil) was outstanding at the year end.
The shares held by the Directors at 31 March 2025 are shown in the table
below:
Ordinary shares held at Ordinary shares held at
31 March 2025
31 March 2024
Shonaid Jemmett-Page 88,719 63,355
Sian Hill 77,500 57,500
Marten Pieters 103,125 103,125
Simon Pitcher 63,125 63,125
Investment Manager
During the twelve months ended 31 March 2025, the Investment Manager made open
market purchases of 659,559 shares (31 March 2024: 444,772 shares) at an
average price of 82.7 pence per share (31 March 2024: 73.8 pence per share).
These purchases were made for the Investment Manager's own account and not
behalf of the Company. In addition, management fees of £6.1 million (31 March
2024: £5.9 million) were charged to the Company during the year, with £0.5
million (31 March 2024: £0.6 million) outstanding at year end.
Investment
The Company has provided additional funding of £3.4 million (USD 4.4 million)
as a loan to its subsidiary, CDIL Data Centre USA LLC during the year ended 31
March 2025. The balance of the loan investment at 31 March 2025 was £12.6
million (31 March 2024: £9.4 million).
During the year, the Company subscribed for 20 million additional ordinary
shares in CDH UK as disclosed in note 6.
Company subsidiaries
On 30 June 2024, the Company's direct subsidiary CDH UK signed a new €375
million Eurobond facility to refinance the existing €200 million Eurobond
facility held by the Company's indirect subsidiary, CDH Two. As part of this
refinancing, the €191.8 million loan and related interest previously owed to
CDH Two was transferred to CDH UK. Accordingly, the Company derecognised the
liability to CDH Two and recognised a new intercompany loan payable to CDH UK.
The remaining €1.8 million was settled from other cash reserves held by the
Company. At 31 March 2025, the CDH UK loan principal was £147.6 million and
no interest was accrued or due. Interest charged during the year on CDH2 loan
principal amounted to £3.8 million (31 March 2024: £12.1 million) of which
nil remained outstanding as at 31 March 2025 (31 March 2024: £3.9 million).
During the year ended 31 March 2025, the Company charged management fees
amounting to £0.8 million (31 March 2024: £1.4m) related to management
services provided to CRA and Emitel investments.
18. 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.
19. Subsequent events
Apart from dividend declaration, as disclosed in Note 15, there were no other
significant events following the reporting period ending 31 March 2025.
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
Belgian Tower Company or BTC means Belgian Tower Company NV, formerly Norkring
België NV.
BTCIL means BT Communications Ireland Limited
CIH means Communications Investments Holdings s.r.o.
Company means Cordiant Digital Infrastructure Limited
Company's Annual Report 2024 means the Company's annual report for the year
ended 31 March 2024
Companies 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 České 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
Datacentre United or DCU means DC Invest NV.
DCU Brussels means DCU Brussels NV.
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
DTRs means the Disclosure Guidance and Transparency Rules issued by the FCA
DTT means digital terrestrial television
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
GFSC means the Guernsey Financial Services Commission
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 2024
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
Listing Rules means the listing rules published by the FCA
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
RCF means revolving credit facility
SDG means Sustainable Development Goal
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 Legal advisors to the Company
East Wing Gowling WLG (UK) LLP
Trafalgar Court 4 More London Riverside
Les Banques London
St Peter Port SE1 2AU
Guernsey
GY1 3PP
Investment manager Carey Olsen (Guernsey) LLP
Cordiant Capital Inc. Carey House
28th Floor Les Banques
Bank of Nova Scotia Tower St Peter Port
1002 Sherbrooke Street West Guernsey
Montreal GY1 4BZ
QC H3A 3L6
Company secretary and administrator Registrar
Aztec Financial Services (Guernsey) Limited Computershare Investor Services
East Wing (Guernsey) Limited
Trafalgar Court 1st Floor Tudor House
Les Banques Le Bordage
Guernsey St Peter Port
GY1 3PP Guernsey
GY1 4BZ
Auditor Brokers
BDO Limited Investec Bank plc
PO Box 180 30 Gresham Street
Place du Pre London
Rue du Pre EC2V 7QP
St Peter Port
Guernsey
GY1 3LL
Principal banker and custodian Deutsche Numis
The Royal Bank of Scotland International Limited 45 Gresham Street
Royal Bank Place London
1 Glategny Esplanade EC2V 7BF
St Peter Port
Guernsey
GY1 4BQ
Receiving agent
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6AH
Cautionary statement
This document 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 terms or expressions, including
'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'plans',
'projects', 'will', 'explore' or 'should' or, in each case, their negative or
other variations or comparable terminology or by discussions of strategy,
plans, objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They may appear
in a number of places throughout this document and may include, but are not
limited to, statements regarding the intentions, beliefs or current
expectations of the Company, the Directors and/or 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 future 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, or described in or suggested by, the forward-looking
statements contained in this document. Further, this document may include
target figures for future financial periods.
Any such figures are targets only and are not forecasts. Nothing in this
document should be construed as a profit forecast or a profit estimate. In
addition, even if actual investment performance, results of operations,
financial condition, liquidity, distribution policy and the development of its
financing strategies, are consistent with any forward-looking statements
contained in this document, those results or developments may not be
indicative of results or developments in subsequent periods. A number of
factors could cause results and developments of the Company to differ
materially from those expressed or implied by the forward‑looking statements
including, without limitation, general economic and business conditions,
industry trends, inflation and interest rates, the availability and cost of
energy, competition, changes in law or regulation, changes in taxation
regimes, the availability and cost of capital, currency fluctuations, changes
in its business strategy, political and economic uncertainty. Any
forward-looking statements herein speak only at the date of this document.
As a result, you are cautioned not to place any reliance on any such
forward-looking statements and neither the Company nor any other person
accepts responsibility for the accuracy of such statements. Subject to their
legal and regulatory obligations, the Company, 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FPMLTMTJBBFARecent news on Cordiant Digital Infrastructure
See all newsREG - Cordiant Digital Inf Schroders PLC - Holding(s) in Company
AnnouncementREG - Cordiant Digital Inf - Result of AGM
AnnouncementREG - Cordiant Digital Inf - Syndication of investment in Datacenter United
AnnouncementREG - Cordiant Digital Inf - Investment Manager Share Purchases
AnnouncementREG - Cordiant Digital Inf - Investment Manager Share Purchases
Announcement