AetherGrid Digital Infrastructure — Financial Plan

The basis of preparation, the projected profit and loss, cash flow and balance sheet, the debt, gearing and cover, the returns, exit and sensitivity and the lender covenant dashboard underpinning AetherGrid.

AetherGrid Digital Infrastructure Business PlanSection 8 › Financial Plan

Section 8 · Business Plan

Financial Plan

The basis of preparation, the projected profit and loss, cash flow and balance sheet, the debt, gearing and cover, the returns, exit and sensitivity and the lender covenant dashboard underpinning AetherGrid.

8.1 Basis of preparation

Sponsor anchors preserved; below-EBITDA independently
re-derived.
Revenue, EBITDA, EBITDA margin, the R22.5 billion
capital programme, the funding stack and the campus schedule are the
sponsor’s figures, preserved exactly. Depreciation (by asset-class life,
buildings, electrical, cooling, fibre, security), interest (on the drawn
senior-debt schedule), South African corporate tax (27% with
assessed-loss carry-forward under section 20, capped at 80% of taxable
income), working capital, the revolving facility, the full
three-statement model, DSCR and returns are independently re-derived.
All figures are ZAR. The balance sheet ties to zero in every projection
year.

Where the independent derivation departs from the sponsor
— key finding

The sponsor’s headline net-profit path (R80m in Year 3 rising to
R4,950m in Year 10) understates depreciation and interest. Charging full
depreciation on the R22.5bn asset base over asset-class lives, and cash
interest on the drawn senior debt, the re-derived path is a Year-3 loss
of about R226m turning positive from Year 5 and reaching about R3,608m
by Year 10, roughly R1.34bn below the sponsor’s Year-10 figure.
Investors should anchor on the re-derived, fully-loaded figures. The
divergence does not undermine the case — EBITDA, the metric that drives
infrastructure valuation, is preserved and the returns remain strong,
but it corrects an optimistic net-profit line and, with it, the stated
Year-10 balance sheet (whose R36.8bn PPE is not reconcilable with a
R22.5bn programme; the re-derived, internally-consistent balance sheet
is presented in Section 8.4).

Figure 9
Figure 9 — Net profit: sponsor case vs independent derivation

8.2 Projected profit & loss (R m)

R m Y3 Y4 Y5 Y6 Y7 Y8 Y9 Y10
Revenue 850 1,600 2,700 4,000 5,600 7,300 9,000 11,200
EBITDA 380 780 1,420 2,200 3,150 4,200 5,250 6,550
EBITDA margin % 45 49 53 55 56 58 58 58
Depreciation (204) (367) (489) (652) (855) (1018) (1140) (1263)
Interest (403) (575) (690) (690) (604) (518) (431) (345)
Profit before tax (226) (162) 241 858 1,691 2,664 3,679 4,943
Taxation (13) (133) (457) (719) (993) (1335)
Re-derived NPAT (226) (162) 228 726 1,234 1,945 2,685 3,608
Memo: sponsor NPAT 80 320 760 1,350 2,050 2,950 3,900 4,950

Net profit turns positive from Year 5 as lease-up lifts revenue past
the fixed depreciation and interest base; accumulated assessed losses
from the ramp shelter cash tax into the operating phase. The memo line
shows the sponsor’s headline NPAT for comparison, consistently above the
re-derived figure by the amount of under-charged D&A and
interest.

8.3 Projected cash flow (R m)

R m Y3 Y4 Y5 Y6 Y7 Y8 Y9 Y10
EBITDA 380 780 1,420 2,200 3,150 4,200 5,250 6,550
Tax paid (13) (133) (457) (719) (993) (1335)
Δ working capital (43) (38) (55) (65) (80) (85) (85) (110)
Capex (3,800) (3,100) (3,050) (2,600) (1,650) (1,150) (850) (300)
Debt drawdowns 2,000 1,500 1,000
Equity injections 3,200 2,400 1,800 1,200 800
Debt service (403) (575) (690) (1440) (1354) (1268) (1181) (1095)
Dividends (1,111) (1,751) (2,417) (3,247)
Closing cash 3,763 4,730 5,142 4,304 3,603 2,831 2,554 3,018
Figure 10
Figure 10 — Cash flow profile: investing-heavy build, operating cash overtaking

8.4 Projected balance sheet (R m)

R m Y3 Y4 Y5 Y6 Y7 Y8 Y9 Y10
Operational PPE (net) 3,055 5,294 6,761 8,715 11,118 12,707 13,521 14,214
Construction in progress 6,542 7,036 8,131 8,124 6,516 5,060 3,955 2,300
Working capital + cash 3,805 4,810 5,277 4,504 3,883 3,196 3,004 3,578
Total assets 13,401 17,140 20,168 21,344 21,517 20,962 20,480 20,091
Equity 9,901 12,140 14,168 16,094 17,017 17,212 17,480 17,841
Debt (senior + RCF) 3,500 5,000 6,000 5,250 4,500 3,750 3,000 2,250
Total equity & liabilities 13,401 17,140 20,168 21,344 21,517 20,962 20,480 20,091
Balance check 0 0 0 0 0 0 0 0
Figure 11
Figure 11 — Total asset composition: building the infrastructure base
Figure 12
Figure 12 — Capital structure evolution: equity-led, conservatively geared

8.5 Debt, gearing and cover

Conservative gearing is a double-edged finding. The
funding stack is roughly 73% equity and 27% senior debt, low gearing for
infrastructure, where 50–65% debt is common. This de-risks the debt:
DSCR is thin only in the Year-3 ramp (0.84x) and then rises through 1.3x
by Year 4 to comfortably above 3x by Year 9, so lenders are well
covered. The trade-off is that equity carries most of the capital burden
and returns lean heavily on the exit. A future re-leveraging once
campuses stabilise could release equity value, and is a natural
optimisation the plan flags.

Figure 13
Figure 13 — Debt-service cover: thin in ramp Year 3, strong thereafter
Figure 14
Figure 14 — Senior debt balance and service profile

8.6 Returns, exit and sensitivity

The exit multiple is the swing variable, but the deal works
without an aggressive one.
Global data centre peers (Equinix,
Digital Realty) trade at roughly 20–25x EV/EBITDA; the sponsor assumes
an 18x exit on Year-10 EBITDA of R6,550m, implying an enterprise value
of R117.9bn and, after net debt, equity value of about R119bn. Applying
a conservative 13x, a meaningful South African country- and
currency-risk discount to global peers, still yields an enterprise value
of about R85bn and equity value near R86bn. The re-derived project IRR
is 30.7%, and the equity IRR is approximately 28.0% at the conservative
13x (a 6.0x equity multiple) rising to about 33.1% at the sponsor’s 18x
(8.1x), the latter closely reproducing the sponsor’s stated 31% IRR and
7.5x multiple, which validates the sponsor’s returns while showing they
depend on the aggressive multiple.

Figure 15
Figure 15 — Exit valuation: conservative 13x vs sponsor 18x EBITDA
Figure 16
Figure 16 — Investor returns: robust even on a conservative exit multiple
Sensitivity (equity IRR) Value
Base case — conservative 13x exit 28.0%
Exit multiple 11x 25.5%
Exit multiple 15x 30.2%
Sponsor exit 18x 33.1%
EBITDA −15% 25.6%
EBITDA +10% 29.5%
Figure 17
Figure 17 — Equity IRR sensitivity (base = conservative 13x exit)
The investment conclusion

Even on a conservative 13x exit, well below where global data centre
assets trade, the equity IRR is approximately 28% at a ~6.0x multiple,
and the return stays above 25% across an EBITDA shortfall of 15% or an
exit as low as 11x. The investment does not require the sponsor’s
aggressive 18x multiple to deliver an infrastructure-beating return; the
18x case is upside, not the base. What the returns do require is
successful power procurement and lease-up, the operational, not the
valuation, variables. That is where diligence and mitigation should
concentrate.

8.7 Lender covenant and coverage dashboard

The table sets out an indicative senior-debt covenant package and the
platform’s projected position. The conservative gearing produces
comfortable cover once campuses stabilise; the only pressure point is
the Year-3 ramp, which the debt-service reserve and a distribution
lock-up are sized to bridge.

Covenant / metric Threshold Ramp (Y3–4) Mature (Y7–10)
Minimum DSCR ≥ 1.30x 0.84x → 1.29x 1.93x → 4.66x
Gearing (debt/assets) ≤ 60% ~25–30% < 15%
Debt-service reserve 6 months Funded Funded
Interest cover (EBITDA/interest) ≥ 2.0x 0.9x → 1.4x > 5x
Distribution lock-up DSCR < 1.30x Locked Unlocked (sweep from Y7)
Loan life cover (LLCR) ≥ 1.40x ~1.3x > 3x

A lender reading this dashboard sees a well-covered credit whose only
material risk window is the Year-3 lease-up. The mitigations, a funded
six-month debt-service reserve, a distribution lock-up until DSCR clears
1.30x, completion support during construction, and the low absolute
gearing, make the senior debt robust. The conservative structure that
constrains equity returns is precisely what makes the debt attractive,
an intentional trade the plan makes explicit.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of AetherGrid Digital Infrastructure Holdings (Pty) Ltd.