Stoneweg Europe Stapled Trust Announces €50 Million Investment in AiOnX Data Centre Platform

Stoneweg Europe Stapled Trust (“SERT”) has announced a significant strategic investment, through its business trust arm (SEBT), of an additional €50 million in AiOnX, the sponsor’s private European data centre development platform, via a mandatory convertible loan (“MCL”). This move marks a further step in SERT’s ambition to accelerate its exposure to the rapidly growing European data centre sector and reinforce its “income+growth” investment strategy.

Key Highlights

• €50 million investment via mandatory convertible loan (MCL) into AiOnX, delivering a 7.25% per annum cash coupon, paid semi-annually and ranking senior to all common equity distributions.
• Immediate accretion to distributions per security (DPS): The coupon payment is expected to drive approximately 2.0% annualised DPS accretion on a pro forma basis.
• Strategic push to increase data centre exposure: SERT’s allocation to data centres rises to ~7.2%, supporting its medium-term target of 15–25% data centre exposure by 2028.
• Upside from capital growth: MCL converts into common equity at a substantial discount, offering long-term value accretion as AiOnX’s five projects mature.
• Strong sponsor alignment: SWI Capital Holding Ltd. (SWICH), the sponsor, is both the majority investor in AiOnX (65.52% interest) and holds a substantial 28% stake in SERT’s stapled securities.
• Transaction classified as “disclosable” under SGX rules: The deal is not subject to specific approval from stapled securityholders but is deemed price-sensitive.
• Funds sourced from recent sales proceeds, available cash, and unsecured debt facilities.

Investment Structure and Terms

• Principal: €50 million
• Coupon: 7.25% per annum, paid in cash semi-annually, cumulative and senior to common equity distributions.
• Tenor: Seven years from closing, with conversion into common AiOnX equity at a substantial discount, up to a MOIC (multiple on invested capital) of 2.0x. Early conversion possible under certain circumstances.
• Dilution protection: Incorporated into structure; no promotes.
• Nonrecourse instrument: No impact on SERT’s lender security pool, preserving its balance sheet strength and flexibility.

Rationale and Strategic Implications

• Immediate income and distribution resilience: The MCL’s 7.25% coupon delivers €3.625 million per annum in cash income, ranking senior to common equity distributions, and is cumulative. This creates defensive, predictable income for SERT, strengthening its distribution resilience across market cycles.
• Growth Upside: Conversion at a substantial discount offers meaningful long-term value, with NAV growth as AiOnX’s five projects progress through development milestones. The first revenue-generating project in Dublin is targeted to start operations in Q3 2026.
• Portfolio diversification: SERT’s cumulative €100 million investment in AiOnX increases its data centre exposure to ~7.2% (up from 5.2%), and its logistics/light industrial and data centre exposure to 60.8% (up from 59.3%).
• Strategic alignment: SERT’s “two-engine” structure, comprising a REIT and a Business Trust, allows it to deliver stable income and pursue NAV growth from development-led opportunities outside traditional REIT regulations.
• Sponsor ecosystem: SWI Group’s recent acquisition of Polarise GmbH (NVIDIA-Preferred Partner, €500m value), and listing of SWICH on Euronext Amsterdam, create a fully integrated European AI infrastructure platform supporting SERT’s long-term growth trajectory.

Financial Effects

• DPS Accretion: Pro forma analysis indicates a +2.0% accretion to SERT’s FY2025 DPS, assuming the transaction was completed on January 1, 2025. Distributable income rises from €74.8m to €76.3m, with DPS increasing from 13.39 to 13.66 Euro cents.
• NTA Impact: The pro forma net tangible assets per security remains unchanged at €2.03, with only a negligible increase in total NTA attributable to securityholders (€1,131.4m to €1,131.7m).
• Transaction Costs: Total costs are approximately €0.8m, including a €0.5m acquisition fee (paid in SERT securities due to related-party nature), €0.2m for professional advisors, and €0.1m in ancillary costs.
• Relative Figures: Net property income from the transaction represents 2.7% of SERT’s net property income; total consideration is 6.0% of market capitalisation.

Interested Person Transaction

• Related-party nature: SWICH, Max-Hervé George, and Jaume Sabater Martos have a 65.52% deemed interest in AiOnX, making this an “interested person transaction” under SGX rules.
• Size: €50m consideration is 4.1% (below 5%) of SERT’s latest audited net asset value. No other interested person transactions between SERT and the Stoneweg group in the current financial year.
• Independent valuation: Kroll Advisory Ltd. valued the MCL at €50.6m as of March 23, 2026, using a Probability-Weighted Expected Return Model.
• Audit & Risk Committee: Concluded that the transaction is on normal commercial terms and not prejudicial to SERT or its minority stapled securityholders.

About Stoneweg Europe Stapled Trust (SERT)

• Platform: SERT is a European logistics and data centre investment platform, currently valued at €2.2 billion, with over 90 freehold properties in major gateway cities across Europe.
• Portfolio: Over 1.6 million sqm of lettable area, serving more than 700 tenants. High concentration (>60%) in logistics, light industrial and data centre sectors.
• Growth Mandate: Medium-term goal to further increase exposure to high-conviction sectors, especially data centres and logistics.
• Sponsor: SWI Group (SWICH), listed on Euronext Amsterdam, manages over €11bn in assets and has a global footprint with 26 offices in 17 countries.
• Management: SERT is managed by Stoneweg EREIT Management Pte. Ltd. and Stoneweg EBT Management Pte. Ltd.

Potential Price-Sensitive Points for Shareholders

• Immediate DPS accretion: The investment is expected to deliver immediate income and increase distributions, which is price-sensitive.
• Strategic repositioning: SERT’s increasing exposure to the high-growth data centre sector could materially impact its future valuation and earnings trajectory.
• Long-term NAV growth: Discounted conversion into AiOnX equity offers substantial upside, subject to successful development and delivery of projects.
• Sponsor alignment: High sponsor alignment reduces risk and supports value creation for securityholders.
• Regulatory and disclosure implications: The deal’s classification as a “disclosable transaction” under SGX rules, and its status as an interested person transaction, highlight governance and transparency standards crucial for investor confidence.

Conclusion

This €50 million investment by SERT in AiOnX, structured to deliver immediate income and long-term growth, marks a strategic shift towards a high-conviction sector with accelerating demand. With a robust sponsor ecosystem, strong risk protections, and clear financial benefits, the transaction is likely to be price-sensitive and could positively impact SERT’s share value, especially as the data centre platform matures and starts generating revenue.

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, solicitation, or recommendation to buy or sell any securities. All forward-looking statements are subject to risks, uncertainties, and assumptions; actual results may differ materially. Investors should conduct their own due diligence and consult a professional advisor before making any investment decisions.

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