The directors present the strategic report for the year ended 30 June 2024.
Ark Estates Holdings Limited and its subsidiaries owns and operates data centre campuses at Cody Park, Spring Park and Meridian Park:
Ark Estates Cody Park Limited owns the Cody Park site, which had 48.78 MW (2023: 48.78 MW) of built capacity as of 30 June 2024, split across 5 buildings. In addition, 800kW (2023: 800kW) of further capacity is under construction.
Ark Estates Spring Park Limited owns the Spring Park site, which had 41.68 MW (2023: 41.68 MW) of built capacity as of 30 June 2024, split across 5 buildings, with a further 13.5 MW (2023: 13.5 MW) under construction.
Ark A9 GP Limited owns the A9 building, which has a built capacity of 1.6MW (2023: 1.6MW).
Ark Estates Enfield Limited owns Meridian Park, which has a built capacity of 16.36 MW (2023: 16.36 MW).
On 19 March 2024 Ark Estates Cody Park Limited and Ark Estates Spring Park Limited applied for the listing of an unlimited number of unsecured loan notes due 2038 on The International Stock Exchange ("TISE") and issued unsecured loan notes to a related undertaking in settlement of the amount owed to it at that date (see Note 16).
Financial indicators
The Board of Directors are therefore pleased to report the following financial results:
| 2024 (£) | 2023 (£) | Change (£) | % Change |
Property income | 79,187,459 | 72,912,862 | 6,274,597 | +8.61% |
Operating profit | 58,347,884 | 49,288,441 | 9,059,443 | +18.38% |
Interest payable | (112,455,742) | (79,979,462) | (32,476,280) | +40.61% |
Profit for year | 8,425,649 | 57,751,364 | (49,325,715) | -85.41% |
Investment property | 1,725,900,000 | 1,627,372,000 | 98,528,000 | +6.05% |
Total equity | 465,089,035 | 381,313,299 | 83,775,736 | 21.97% |
Non-financial indicators
Alongside the financial performance, the key performance indicators of the Company include:
build costs
delivering in accordance with build programmes
maintaining operational excellence
stakeholder (customer and suppler) satisfaction scores
In addition, the Group will continue to build out new facilities on its existing sites, and through its related undertakings at additional sites in and around London – Union Park, Longcross Park and Alliance Park – to meet the growing demand for colocation and cloud data centres.
The business plan of Ark is built around a long-term strategy and significant progress has been made during the year to 30 June 2024. During the current reporting period the group has secured new long-term contracts with customers from both public and private sectors across multiple industries including UK Government, Financial Services, Telecommunications, Cloud Providers and IT. The sales pipeline remains strong and further growth is expected through Ark’s existing customers, framework agreements and new customers. The Board of Directors believe that the Company’s position within the marketplace remains strong, and we look forward to further expansion in 2025.
Principal risks faced by the Company are identified and monitored through a regular process that is reviewed by Ark's Senior Leadership Team and presented to the Board of Directors. Principal risks include, but are not limited to:
Operational risks from a power or cooling outage or a security breach. The Company places a primary focus on preventative measures and controls to address these risks through its design and construction of the facilities and operation of robust accredited processes and regular maintenance programmes. Additionally, the Company undertakes regular exercises, involving our customers and supply chain, across multiple scenarios to test the application and robustness of its procedures.
Performance in an increasingly competitive marketplace is continually monitored. The Company engages proactively with its customers, both existing and prospective, to understand their requirements and has continuously progressed innovation in data centre design and construction to meet those needs and drive efficiencies.
Uncertainty of current economic conditions may impact supply and/or development arrangements, although this is largely mitigated by entering into fixed priced contracts for the construction of the data centres and ensuring critical supplies are available when needed.
The Company manages these risks on an ongoing basis, and the Board of Directors believe that the Company’s offering within the marketplace remains strong, and that it is well positioned to continue its growth.
No events have occurred since the balance sheet date, which significantly affect the Company.
The Directors are required to make a statement which describes how they have acted in accordance with their duties to promote the success of the company and group for the benefits of the members as a whole. These duties are set out in Section 172(1) of the Companies Act 2006 and are summarised below along with the actions undertaken by the Board.
The likely consequences of any decision in the long-term
The Directors insist on high operating standards and fiscal discipline and routinely engage with management and employees of the company and group to understand the underlying issues within the organisation. Additionally, the Board looks outside the organisation at macro factors affecting the business. The Directors consider all known facts when developing strategic decisions and long-term plans, taking into account their likely consequences for the company and group. The Group has a well-established governance structure, and all key decisions are made in accordance with that process and, where required, are approved by the ultimate controlling party (Note 24).
The need to foster the company’s business relationships with suppliers, customers, and others
Ark’s relationships with its customers is fundamental to the success of the business. We develop long-term relationships with our customers, engaging in frequent dialogue to discuss performance against our obligations and listen to their needs and plans to deliver world class services for their critical infrastructure.
Ark has developed strong partnerships with its suppliers to maintain relationships that are collaborative and mutually beneficial to all parties. We continue to work with partners who can deliver market leading products and services at high standards whilst developing innovation and efficiencies.
Engagement with debt holders and shareholders occur on an ongoing basis and as questions arise to ensure they are provided with timely and informative communications.
The impact of the company’s operations on the community and the environment
The availability and resilience of the data centres is fundamental to delivering services to customers. The operations team work closely with customers and partners to define, document, test and implement best practice to enhance the efficiency and operations of the data centre facilities. Operational excellence is pivotal to the business and the data centres are certified by the British Standards Institute for Quality Management, Business Continuity, Information Security, Environmental Management and Energy Management Systems.
Ark’s core values are fundamental to the success of the business and are at the heart of everything we do. Ark considers the impact of its business operations and decisions on the community and the environment and directly engages with relevant parties where appropriate.
The desirability of the company maintaining a reputation for high standard of business conduct
Integrity is a core value for Ark’s Directors and employees. We support and provide guidance to all staff so that they do the right thing, behave in an ethical manner and comply with all applicable legal or regulatory requirements in accordance with Ark’s policies including, but not limited to, Anti-bribery and Corruption, Modern Slavery, Environmental and Energy Management. We also ensure that Ark’s ISO management systems are fit for purpose, well maintained and appropriately controlled, audited, and improved to enable Ark to meet its contractual, certification, regulatory and legislative requirements.
The need to act fairly between members of the company
The Board recognises its responsibilities under section 172 as outlined above and has acted at all times in a way consistent with promoting the success of the Company with regard to all stakeholders.
On behalf of the board
The directors present their annual report and audited financial statements of the Group and Company for the year ended 30 June 2024.
The results for the year are set out on page 16.
The results for the year and the financial position at the year-end were considered satisfactory by the directors.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend (2023: nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that PricewaterhouseCoopers CI LLP be reappointed as auditors of the company will be put at a General Meeting.
Ark recognises the impact of climate change, and our focus has always been on sustainable data centre development without any compromise to the availability or security required by our customers.
Our commitment to sustainable stewardship is demonstrated by:
Continuing the "Lessons Learned" process and new technology review after all major projects.
Working with Climate Neutral Data Centre Pact (CNDCP), Tech UK and the Major Energy Users Council to promote best practice and appropriate target setting to achieve the appropriate UN Sustainable Development Goals.
Complying with all legal and other requirements appropriate to Ark's resource consumption, efficiency targets and reporting requirements (Energy Efficiency Directive (EED), Climate Change Agreements (CCA) etc).
Procuring 100% Renewable Energy - REGO backed up to 3 years ahead or via appropriate PPAs.
Measuring and reporting our Power Usage Effectiveness improvements (PUE) against defined targets in line with CNDCP proposals and Green Loans, in accordance with BS EN 50600 and certified under ISO 50001.
Measuring and reporting our Carbon Usage Effectiveness improvements (CUE) in line with GHG and SECR protocols, in accordance with BS EN 50600 and certified under ISO 14001. Reporting carbon emissions in our Carbon Reduction Plan in compliance with PPN 06/21.
Maintaining our existing ISO 14001 (Environmental Management System) certification. The ISO 14001 Certificate and supporting Environmental Policy are published on the Ark website.
Maintaining our existing ISO 50001 (Energy Management System) certification. The ISO 50001 Certificate and supporting Energy Management Policy are published on the Ark website.
Ark reports its annual operating energy and carbon usage by calendar year to align with the reporting requirements of our CCA, UKETS, Planning Obligations and EA Operating Permits. The information provided below is therefore for the years ended 31 December 2023 and 31 December 2022.
In line with best practice Ark measures data centre performance in terms of PUE as the measure of energy effectiveness and CUE as the measure of carbon effectiveness in accordance with BS EN 50600. These relate to the Annual IT energy consumption (MWh) of our customers’ equipment.
Carbon covering Scope 1, Scope 2 and Scope 3 operating emissions are measured, monitored and reported to comply with PPN06/21 in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, GHG Protocol Scope 2 Guidance and GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard. Targets for these metrics are set annually in advance; performance against them is measured, managed and reported all in accordance with the Ark Environmental Management System (certified to ISO 14001) and the Ark Energy Management System (certified to ISO 50001). The performance results are published annually.
Power Usage Effectiveness ("PUE")
Ark has measured and calculated PUE as recommended by the Green Grid since 2014 and now in accordance with BS EN 50600-4-2. Annual PUE targets for each campus have been set as part of our CCA and Green Loan Agreements. Ark continues to meet its PUE performance targets, however the current figures reflect the low IT loads (20-40%) currently operating at campus level, despite the high contracted capacities on them.
Carbon Emissions
Ark has measured Scope 1 and Scope 2 emissions since 2014, Scope 3 operating emissions have been measured since 2019. 2019 is the baseline year for the Carbon Reduction Plan (CRP) that Ark has implemented and reported on to meet the requirements of PPN06/21. Full details on carbon emissions are provided in the Ark Carbon Reduction Plan, which is published on the website (https://arkdatacentres.co.uk/policies/Ark_Carbon_Reduction_Plan.pdf).
In 2019 Ark extended the scope of CO2e emissions reporting to include:
Scope 1 – All operational direct emissions from standby generation and refrigerant (F-Gas) losses.
Scope 2 - Operational indirect emissions from purchased electricity, steam, heating and cooling.
The following Scope 3 operational emissions:
Upstream transportation and distribution.
Waste generated in operations.
Business travel.
Employee commuting and homeworking.
Downstream transportation and distribution.
In 2023 Ark started measuring emissions from three additional Scope 3 categories:
Purchased goods and services – water.
Fuel- and energy-related activities (not included in Scope 1 or Scope 2).
Upstream leased assets.
Measuring these additional categories was carried out for two main reasons:
To assess the impact of additional categories on the current baseline plan.
As the first step towards revising the baseline plan to include additional Scope 3 categories and additional data centre facilities when they become operational in 2024/2025.
These three additional categories combined, currently account for <3% of Ark’s currently reported emissions. This is not considered sufficiently significant to warrant changing baseline boundaries for reporting and therefore these categories are not included in this report. This position will be reconsidered for 2024 when additional facilities become operational.
The greenhouse gas emissions inventory and data presented on page 5 have been prepared following the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, GHG Protocol Scope 2 Guidance and GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard.
Reference has also been made to the UK Government Environmental reporting guidelines and GHG conversions have been prepared using the UK Government conversion factors for company reporting of greenhouse gas emissions.
Scope 1, operational direct emissions on Ark campuses arise from two sources:
Gas Oil (diesel)/Hydrotreated Vegetable Oil (HVO) for standby generators. In a normal year, gasoil GHG emissions arise solely from the maintenance and testing of standby generators. Under normal maintenance operations, GHG emissions from the standby generators are low; however, if the backup generation was required, in an emergency, for an extended period (e.g. a long-term electricity power failure) then associated GHG emissions would accumulate rapidly at the rate reflected by the fuel (HVO) used.
F-Gas losses. These are fugitive emissions from F-Gas containing equipment such as air conditioning, caused by the unintended leakage of the refrigerant gas from the equipment. This is quantified by the amount of F-Gas refilled during equipment maintenance or replacement.
Scope 2, indirect emissions from purchased electricity on Ark campuses arise from two sources:
Utility supplied electricity. Ark Data Centres procures 100% REGO (Renewable Energy Guarantees of Origin) certificate-backed renewable electricity from their energy supplier.
Direct wire Power Purchase Agreement (PPA) supplied electricity. From 2021, Meridian Park has benefitted from a direct wire PPA for electricity from the neighbouring Energy from Waste (EfW) plant operated by London Energy. As an EfW plant, the GHG emissions intensity of the purchased electricity is dependent on and varies with its waste fuel supply, for which an annual average tonnesCO2e is calculated.
Scope 3, indirect operational emissions on Ark campuses are currently measured and reported annually from the following GHG emissions categories:
Upstream transportation and distribution.
Waste generated in operations.
Business travel.
Employee commuting and homeworking.
Downstream transportation and distribution.
Sustainability/energy efficient initiatives
Sustainability achievements
Security, Availability, Sustainability (SAS) has been Ark's mantra since 2008. In 2024 it is still SAS, but updated to Sustainability, Availability, Security. Sustainability is inherent in Ark’s DNA with its commitment to continuous design development to improve operating efficiencies as reflected by the following achievements:
Energy efficient plant (light fittings, fans, pumps, compressors, UPS systems, on site PV etc) specified and procured as standard.
Use of distributed fuel storage system for standby generators reducing the volume of fuel stored on site by 30% over conventional bulk storage systems.
First data centre company to deploy direct air free cooling at scale in the UK in 2011, driving design PUE from >1.65 to ~ 1.2 and continuing to evolve the technology.
Procurement of 100% Renewable REGO backed electricity for operating facilities up to 3 years ahead through fully flexible supply contracts since 2017. Driving the continued installation of new renewable generation plant by the suppliers onto the national network for the benefit of all. Strategy extended to cover construction at Union Park in 2023.
Moving from LV standby generation to centralised HV standby generation in 2018, reducing installed standby generation capacity by 31% compared to equivalent LV systems.
First data centre company in UK to completely replace all diesel for standby generators with Hydrotreated Vegetable Oil (HVO) in 2022, reducing fossil CO2e emissions by >95%, NOx emissions by ~ 11% and particulate emissions by ~ 29%.
Baseline GHG Emissions (Scope 1, Scope 2 & Scope 3) reporting in 2019, identified FGas losses from standby cooling plant as Ark's biggest CO2e emissions, by far. Based on this Ark replaced single port valves with dual port valves on all compressors in 2021 and 2022, reducing FGas losses in 2023 by 54% compared to the 2019 baseline, despite IT capacity more than doubling over the same period.
BREEAM Certification across all Ark data centre sites.
Ark's focus on sustainable development from the beginning means there is little low hanging fruit for major improvements in how we operate. However, there is always scope to do better and Ark has a number of process improvements and projects underway that could lead to further sustainability improvements and carbon reductions in future, as identified in each year's sustainability initiatives.
Progress against 2023 initiatives
Progress against Ark's 2023 Sustainability initiatives is summarised below:
Reviewing customer SLA requirements against customer ESG goals to assess whether their IT can be operated more efficiently. Achieved - The introduction of the Air Flow Management Policy and Airflow Usage Effectiveness Metric (AUE) has enabled the Technical Operations team to demonstrate how improved airflow management drives higher delta T across the servers and so improves cooling efficiency, thereby lowering PUE and improving overall efficiency within a data room. This is now business as usual.
Progressing a feasibility study to replace the refrigerant (F-Gas) in older cooling plant with a newer refrigerant that has a significantly lower Global Warming Potential (GWP). If the feasibility study demonstrates that the proposal is technically feasible and commercially viable, it will be implemented. The feasibility study demonstrated the proposal was not commercially viable. An alternative solution to improve efficiency and lower the volume of FGas stored is now in process.
Where refrigerant is required, that with the lowest GWP is being specified. Achieved - Current air-cooled designs have eliminated the need for back-up mechanical cooling systems removing the need for FGas in data centre cooling and this requirement is now included in the Ark Design Standard.
The installation of EV charging points on Ark campuses. At present there are four EV chargers at Spring Park, two EV chargers at Cody Park and four EV chargers at Meridian Park. Each campus has plans to install EV chargers to 20% of the car parking spaces, as the additional chargers are rolled out the impact on employee commuting and business travel will be monitored. Achieved - 16 car charging points installed at Spring Park, 28 car charging points installed at Cody Park, 8 car charging ports installed at Meridian Park, analysis of use to be carried out in 2024.
Developing our Carbon Offset Strategy. Although, as reported in the Carbon Reduction Plan (published on the Ark website), there was an increase in Scope 1 emissions in 2023, relative to 2022, the actual emissions are 54% lower than the 2019 emissions and 40% lower than the 2023 target of 3,943tCO2e. Procuring carbon offsets to meet the baseline target in 2024 will not be necessary. Initiative postponed to 2024.
Transparently reporting our annual progress towards Carbon Net Zero in line with GHG Protocols and SECR requirements. Achieved - See the Carbon Reduction Plan, which was published in May 2024 and is available on the Ark website.
In addition to the above, a new Energy Measurement, Monitoring and Reporting Plan (EMMRP) has been implemented with many automated processes enabling the early identification and rectification of unexpected electrical losses between system components. The benefits of this will be demonstrated in future years.
Ark’s commitments to sustainability 2024
Ark's ongoing commitment to Sustainability in 2024 will be demonstrated by:
Achieving the environmental management objectives (including CUE and Carbon Reduction) identified in our ISO 14001 Environmental Management System.
Achieving the energy management objectives (including PUE) identified in our ISO 50001 Energy Management System.
lnvestigating and reducing unexpected energy losses identified by the EMMRP, in particular regularising and reducing the standby generator engine temperatures and the standby cooling system jacket heaters.
Analysing the use of EV charging points, reviewing the pricing strategy for on-site charging and investigating opportunities/interest in EV salary sacrifice schemes, all aimed at reducing Scope 3 commuting emissions.
Developing our Carbon Offset Strategy in anticipation that Offsets to achieve the Carbon Reduction Plan may be required from 2025 onwards.
Independent auditors’ report to the members of Ark Estates Holdings Limited
Report on the audit of the financial statements
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 June 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we considered the principal risks of non-compliance with laws and regulations, including those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue and the potential for management bias in accounting estimates and key judgements impacting the financial statements such as valuation of investment property.
Audit procedures performed by the engagement team included:
enquiring with the management of the company and the directors as to any actual or suspected instances of fraud or non-compliance with laws and regulations;
checking the minutes of meetings of the board of directors for matters relevant to the audit;
testing the disclosures made in the financial statements, as well as in the Directors' report, for compliance with the requirements of the Companies Act 2006;
for the valuation of investment property, enquiring and inspecting documentation regarding: the choice of valuation model compared to alternative models; any adjustments made to inputs used; the basis for discounts and yield rates applied; we engaged our internal valuation expert to critique and challenge the work performed and assumptions used by the directors to determine fair value; and considering these judgements in light of available independent sources, our understanding of the investment properties and our industry knowledge;
performing audit procedures to incorporate unpredictability around the nature, timing and extent of our testing;
identifying and testing journal entries considered to be of higher fraud risk; and
evaluating the business rationale for any significant or unusual transactions identified as being outside the normal course of business.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
The notes on pages 22 to 35 form part of these financial statements.
The notes on pages 22 to 35 form part of these financial statements.
The notes on pages 22 to 35 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £43,790,253 (2023 - £33,198,979 profit).
The notes on pages 22 to 35 form part of these financial statements.
The notes on pages 22 to 35 form part of these financial statements.
The notes on pages 22 to 35 form part of these financial statements.
Ark Estates Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Spring Park, Westwells Road, Hawthorn, Corsham, Wiltshire, SN13 9GB.
The group consists of Ark Estates Holdings Limited ("the company") and all of its subsidiaries listed in note 12.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties and certain financial instruments at fair value. The principal accounting policies adopted have been applied consistently in the current and prior year. These are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings, which were prepared to 30 June 2024, using the principles of merger accounting. Where there has been a group reorganisation within the ultimate parent company group the directors will adopt merger accounting when all the conditions of merger accounting have been satisfied. Intra-group transactions, balances and results are eliminated fully on consolidation. The difference between the consideration paid for its subsidiary undertakings and the share capital acquired is accounted for as a merger reserve within equity (see note 19). Uniform accounting policies have been used across the group.
The directors have prepared the financial statements on a going concern basis.
At 30 June 2024 the group had net current assets of £6,354,796 (2023: £45,169,957). As disclosed in Note 16, by issuing unsecured loan notes on TISE to a related party when funding is required, the company and group have access to liquidity and sufficient undrawn working capital to be able to continue to finance all liabilities and commitments as they fall due. The directors have prepared cashflow forecasts which include relevant downside sensitivities and demonstrate that the company and group have access to sufficient liquidity to sustain its operations, meet its working capital requirements, finance the capital commitments disclosed in Note 21 and meet other obligations and commitments as they fall due for a period of at least 12 months from the date of approval of the financial statements.
Property income is the total amount receivable by the group from the rental of its data centre buildings during the period, excluding VAT.
Property expenses include those costs directly attributable to the maintenance, security, running and fit out of data centres located at Spring Park, Cody Park and Meridian Park. Costs are recognised in the period to which they relate, exclusive of VAT.
Property expenses also include the cost of leasing the A9 data centre (see Note 20). Costs are recognised in the period to which they relate, exclusive of VAT. Rentals payable under operating leases, including any lease incentives received, are charged to the consolidated statement of comprehensive income on a straight line basis over the term of the relevant lease except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in comprehensive income or expense.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in comprehensive income or expense.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade and other payables, listed loan notes, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Listed loan notes represent unsecured, unsubordinated fixed rate funding loan notes issued by the group to fund the principal activities. These are initially recognised at amounts drawn and subsequently measured at amounts drawn plus interest less payments made.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the consolidate statement of comprehensive income in interest payable and similar charges or interest receivable and similar income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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 in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Finance costs - interest payable and similar charges
Finance costs of financial liabilities are recognised in the consolidated statement of comprehensive income over the term of such instruments at a constant rate on the carrying amount.
Finance costs which are qualifying costs directly attributable to the construction of investment property are capitalised as part of the cost of those assets. The commencement of capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to prepare the asset for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to prepare the asset for use are complete.
Distributions to equity holders
Dividends and other distributions to the group’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Judgements, estimates and assumptions have been made in relation to the valuation of the group's investment properties (see note 11) and the valuation of financial derivatives (see notes 13 and 16) . The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The group has a lease agreement in place the terms of which are described in Note 20. The directors have considered the provisions of FRS 102, Section 20 “Leases” and have determined that this lease arrangement meets the definition of an operating lease and have accounted for this arrangement accordingly.
The total property income of the group for the year has been derived from its principal activity wholly undertaken in the United Kingdom.
There were no employees during the year (2023: none). No directors' remuneration was paid in either the current year or prior year. The directors are remunerated by other group undertakings for which no allocations are made to the group. Please refer to Note 23 for related party transactions.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Investment properties represent data centres at Spring Park, Cody Park and Meridian Park. The value reported includes both completed data centres, as well as new buildings under construction. The investment properties have been revalued as at 30 June 2024 at fair value by the directors with reference to market-based evidence and expected future cash flows derived from the assets. An independent professional valuation of the completed data centres was carried out by a RICS qualified valuer as at 30 June 2024 and this was taken into consideration in the directors' assessment of the fair value. The valuation methodology used to establish the value of the investment properties includes a number of assumptions. These include, but are not limited to: occupancy rates, contracted and uncontracted income forecasts, operational costs, capital replacement costs, planning permission, the stage of development, costs to complete the development, discount rates and exit yields.
At the year end the total finance costs capitalised within investment properties was £21,571,000 (2023: £21,571,000)
The assets detailed within note 11 have been pledged as security against the bank loan detailed within note 16.
During the year the company acquired 26,225,686 additional shares in Ark Estates Spring Park Limited for £26,225,686 and 49,124,401 additional shares in Ark Estates Cody Park Limited for £49,124,401 in settlement of intercompany debt (see note 16).
As at 30 June 2024 the Company owned 100% of the issued share capital of the following entities, all of which are registered in England & Wales:
• Ark Estates Spring Park Limited
• Ark Estates Cody Park Limited
• Ark A9 GP Limited
• Ark Estates Enfield Limited
The principal activity of all of the subsidiaries is the ownership, development and leasing of data centres and all companies have the same registered office as Ark Estates Holdings Limited.
The directors believe that the carrying value of the investments is supported by their underlying net assets.
Amounts owed by fellow subsidiary undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Amounts owed by subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. Interest is charged at 4.5% (2023: 4.5%) per annum.
The amount owed to parent undertaking is unsecured, interest free, has no fixed date of repayment and is repayable on demand.
Amounts owed to fellow subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. Interest is payable at 5% per annum on £Nil (2023: £48,396) of the balance. No interest is payable on the remaining balance.
Bank loans
As at 30 June 2024 the Company had drawn down £620m (2023: £620m) of its £620m (2023: £700m) bank loan facility. This bank loan is repayable in quarterly instalments starting 5 November 2024, with full repayment due on 18 March 2027. Interest is payable at a rate of SONIA plus 3.25% up to 5 May 2026 and SONIA plus 3.75% thereafter. Embedded within the loan agreement are sustainability KPIs which, when achieved, lead to reductions in the interest margin. As at 30 June 2024 the interest margin was 3.21% (2023: 3.21%). The assets of the Company and Group are pledged as security against the loans.
The loan covenants associated with the bank loan facility are calculated based on the consolidated financial results of Ark Group Limited. As outlined in Note 24, Ark Group Limited is the immediate parent company of the Company. Full compliance with all covenants was achieved both during the financial year ended 30 June 2024 as well as throughout the post balance sheet period to the date of approval and issuance of these financial statements. Financial forecasts indicate that all covenants will be complied with throughout the period to 18 March 2027, being the term and maturity date of the loan facility.
The Group uses financial derivatives to manage interest rate risk associated with the bank loan. At 30 June 2024 a fixed floating swap is in place which effectively capped interest at 1.52% on £262,500,000 and 2.033% on another £262,500,000 of the balance.
Amounts owed to related undertakings
Amounts owed to related undertakings are owed to subsidiaries of Ark Capital Partners I LP Inc., the ultimate parent of Ark Estates Holdings Limited. The amount owed at 30 June 2023 was repayable on 17 March 2027 and was accruing interest payable of 8.4% per annum. On 31 December 2023 75,350,077 ordinary shares of £1 each were issued for £75,350,087 in exchange for a decrease in amounts owed to related undertakings (see note 18). On 19 March 2024 the amount owed to related undertakings was converted into unsecured loan notes due 31 December 2038 listed on TISE. Interest is payable on the loan notes at a fixed rate of 8.4% per annum and is converted into unsecured loan notes on a quarterly basis. During the year £12,571,727 (2023: £Nil) of interest was capitalised.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
No deferred tax has been recognised at either 30 June 2024 or 30 June 2023 in relation to carried forward losses or capital allowances. This is due to the uncertainty and judgement associated with both the estimation of the financial value, as well as uncertainty around the timing of when such assets would be utilised.
On 31 December 2023 75,350,077 ordinary shares of £1 each were issued for £75,350,087 in exchange for a decrease in amounts owed to related undertakings (see note 16).
The group has adopted a policy of preparing the consolidated financial statements using the principles of merger accounting. As a result, a merger reserve of £41,309,297 (2023: £41,309,297) was created which equals the difference between the consideration paid for the subsidiaries acquired and the net assets acquired.
As at 30 June 2024 the group had entered into a long term lease for its investment property with an annual charge of £701,739 (2023: £679,008). The lease runs until 16 August 2061.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Amounts contracted for but not provided in the financial statements:
There have been no post balance sheet events requiring disclosure in the notes to the financial statements.
During the year, Revcap Advisors Limited charged property management fees of £Nil (2023: £100,000) to Ark Estates Cody Park Limited and £Nil (2023: £100,000) to Ark Estates Spring Park Limited, both of which are subsidiaries of the Company. The director A J Pettit is also a director of Revcap Advisors Limited. At the year end there were balances owed by related parties to the group and company (see note 13) and balances owed by the group and company to related parties (see notes 14, 15 and 16).