ICG Enterprise Trust Plc: Preliminary Results for the twelve months ended 31 January 2024
*ICG Enterprise Trust plc*
*Preliminary Results for the twelve months ended 31 January 2024*
*8 May 2024*
*Portfolio companies performing strongly* *Highlights*
· NAV per Share of 1,909p, LTM NAV per Share Total Return* of 2.1% and 5-year annualised return of 14.6%
· Portfolio companies reporting strong operational performance^1: 14.2% LTM EBITDA growth and prudent leverage of 4.6x
· FY24 Portfolio Return* on a Local Currency Basis of 5.9%; FX movements resulted in a Portfolio Return on a Sterling Basis of 3.2%
· Executed 38 Full Exits at weighted-average Uplift to Carrying Value of 29.5%
· Sustainable growth in shareholder distributions: total of £35m returned to shareholders in FY24^2 (FY23: £22m), comprising 33p total dividends per share (+10% compared to FY23) and £13m through share buybacks. Both the progressive dividend policy and long-term share buyback programme will be maintained for the foreseeable future
· In addition the Board is implementing an opportunistic buyback programme for FY25 to take advantage of current trading levels (see page 13 for further details)
· Our investment strategy, strong relationships and well-capitalised balance sheet allow us to maintain our investment programme through cycles
1 Based on Enlarged Perimeter covering 67.5% of the Portfolio. See page 11. Earnings growth and debt multiple based on weighted-average
2 Based on dividends declared or proposed for Q1 FY24 – Q4 FY24 inclusive, and buybacks up to and including 31 January 2024
*This is an Alternative Performance Measure. Please refer to the Glossary for the definition.
*Jane Tufnell* * * *Oliver Gardey* *Chair of ICG Enterprise Trust* * * *Portfolio Manager for ICG Enterprise Trust* As a Board we are focused on maximising shareholder value. The investment strategy is continuing to deliver growth, and we are seeing tangible benefits of the revised management fee and cost arrangements that were effective for FY24.
Today we are also announcing a new, third component to our shareholder distributions for FY25 – an opportunistic share buyback programme. This runs alongside our progressive dividend policy and long-term share buyback programme, and will enable us to take advantage of current trading levels where the opportunity to purchase shares in meaningful size and at a significant discount presents itself.
I believe we offer shareholders an attractive route to invest in private companies owned by some of the world's leading managers, which should continue to generate attractive long-term returns. ICG Enterprise Trust's investment strategy of focusing on businesses with defensive growth characteristics has resulted in our portfolio companies reporting another period of strong operating performance.
This, alongside a long-term trend of executing Full Exits at an Uplift to Carrying Value, gives us continued confidence in our approach, valuations and future prospects.
Against a background of slower market-wide activity, our evergreen capital structure, well-capitalised balance sheet and strong relationships are enabling us to continue to invest for future growth.
*PERFORMANCE OVERVIEW*
*Annualised*
*Performance to 31 January 2024* 3 months 6 months 1 year 3 years 5 years 10 years
Portfolio Return on a Local Currency Basis 1.2% 1.3% 5.9% 14.8% 17.1% 16.2%
NAV per Share Total Return (2.1)% 1.1% 2.1% 13.3% 14.6% 13.2%
Share Price Total Return 13.2% 5.8% 9.6% 11.1% 11.2% 11.0%
FTSE All-Share Index Total Return 6.2% 1.1% 1.9% 8.4% 5.5% 5.5%
*Financial year ended:* *Jan 2020* *Jan 2021* *Jan 2022* *Jan 2023* *Jan 2024* *5 year track record*
*Fund performance* Portfolio return (local currency) 16.6% 24.9% 29.4% 10.5% 5.9% Annualised: 17.1%
Portfolio return (sterling) 14.6% 26.4% 27.6% 17.0% 3.2% Annualised: 17.4%
NAV £794m £952m £1,158m £1,301m £1,283m +£489m
NAV per Share Total Return (%) 11.2% 22.5% 24.4% 14.5% 2.1% Annualised: 14.6%
*Investment activity* New Investments £159m £139m £304m £287m £137m
As % opening Portfolio 23% 17% 32% 24% 10% Average: 21%
Realisation Proceeds £141m £137m £334m £252m £171m
As % opening Portfolio 20% 17% 35% 21% 12% Average: 21%
*Shareholder experience*
Closing share price 966p 966p 1,200p 1,150p 1,226p
Total dividends per share 23p 24p 27p 30p 33p CAGR: 9.4%
Share Price Total Return 20.5% 2.8% 27.1% (2.3)% 9.6% Annualised: 11.2%
Total shareholder distributions £18m £17m £21m £22m £35m CAGR: 18.1%
As % Realisation Proceeds 12% 12% 6% 9% 20%
- o/w distributions dividends (%) 83% 94% 86% 91% 63%
- o/w distributions buybacks (%) 17% 6% 14% 9% 37%
*Portfolio activity overview for FY24* *Primary* *Direct* *Secondary* *Total* *ICG-managed*
Local Currency return 5.3% 6.2% 7.5% *5.9%* 10.9%
Sterling return 2.5% 4.1% 4.4% *3.2%* 7.9%
New Investments £92m £33m £12m *£137m* £20m
Total Proceeds £156m £37m £45m *£239m* £35m
New Fund Commitments £133m — £20m *£153m* £42m
*Closing Portfolio value* *£715m* *£394m* *£240m* *£1,349m* *£438m*
% Total Portfolio 53% 29% 18% *100%* 32%
*OUTLOOK*
Our base case is that we will see a measured increase in transaction activity in the coming quarters if the current economic expectations remain broadly stable. The debt financing markets, which are important drivers of private equity activity, are showing some signs of increased activity, in particular in North America. From an operational perspective, many of the companies on which we have visibility (including in the public markets) appear to be showing resilience and to be reporting continued growth. These factors give us confidence in the outlook for our Portfolio and investment strategy.
*COMPANY TIMETABLE*
A presentation for investors and analysts will be held at 10:00 BST today. A link for the presentation can be found on the Results & Reports page of the Company website. A recording of the presentation will be made available on the Company website after the event.
*FY24 Final Dividend*
Ex-dividend date 4 July 2024
Record date 5 July 2024
Dividend payment date 19 July 2024
*Annual General Meeting*
The Annual General Meeting will be held on 25 June 2024. The Board will be formally communicating with shareholders outlining the format of the meeting separately in the Notice of Meeting. This will include details of how shareholders may register their interest in attending the Annual General Meeting.
*Shareholder Seminar*
We will be holding a Shareholder Seminar for institutional shareholders and research analysts on 18 June 2024, with registration and breakfast starting at 8:45AM BST.
Topics include:
· Navigating the private equity landscape today
· The environment for financing buyouts
· Secondaries and their role in a portfolio
· ICG Enterprise Trust's positioning and opportunity set
Shareholders should contact icg-enterprise@icgam.com should they wish to attend.
*Please note that for regulatory reasons this event is only open to institutional investors and research analysts*
*ENQUIRIES*
Institutional investors and analysts:
Chris Hunt, Head of Shareholder Relations +44 (0) 20 3545 2000
Nathan Brown, Deutsche Numis +44 (0) 20 7260 1426
David Harris, Cadarn Capital +44 (0) 20 7019 9042Media:
Cat Armstrong, Corporate Communications, ICG +44 (0) 20 3545 1850
*ABOUT ICG ENTERPRISE TRUST*
ICG Enterprise Trust is a leading listed private equity investor focused on creating long-term growth by delivering consistently strong returns through selectively investing in profitable, cash-generative private companies, primarily in Europe and the US, while offering the added benefit to shareholders of daily liquidity.
We invest in companies directly as well as through funds managed by Intermediate Capital Group ('ICG') and other leading private equity managers who focus on creating long-term value and building sustainable growth through active management and strategic change.
*NOTES*
Included in this document are Alternative Performance Measures (“APMs”). APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company, and for comparing the performance of the Company to its peers and its previously reported results. The Glossary includes further details of APMs and reconciliations to International Financial Reporting Standards (“IFRS”) measures, where appropriate.
In the Manager’s Review and Supplementary Information, all performance figures are stated on a Total Return basis (i.e. including the effect of re-invested dividends). ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the Manager of the Company.
*DISCLAIMER*
The information contained herein and on the pages that follow does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on ICG Enterprise Trust PLC (the "Company") or its affiliates or agents. Equity securities in the Company have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan or South Africa (each an “Excluded Jurisdiction”). The equity securities in the Company referred to herein and on the pages that follow may not be offered or sold within an Excluded Jurisdiction, or to any U.S. person ("U.S. Person") as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or to any national, resident or citizen of an Excluded Jurisdiction.
The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.
*CHAIR’S STATEMENT*
Dear fellow shareholders,
ICG Enterprise Trust ended the financial year with a NAV per Share of 1,909p, representing a NAV per Share Total Return of 2.1%. Over the last five years we have generated an annualised NAV per Share Total Return of 14.6% and an annualised Share Price Total Return of 11.2%. To put that in absolute terms, if you had invested in £1,000 in ICG Enterprise Trust’s shares on 31 January 2019 and had reinvested all dividends received, your shares at 31 January 2024 would be worth approximately £1,698. Those figures are net of all fees and expenses^1.
*Our investment strategy is delivering*
In the 12 months under review, your Company’s Portfolio grew in local currency terms by 5.9%. This performance is spread across all three of our routes to market: Primary, Direct and Secondary investments, with Direct and Secondary investments demonstrating slight outperformance compared to Primary investments, showing the benefit of active fund management by the dedicated ICG Enterprise Trust investment team.
This year we had 38 Full Exits of investments, which were executed at a weighted average Uplift to Carrying Value of 29.5%. This uplift, coupled with the strong financial performance of the underlying companies, gives me confidence in the carrying valuation of our Portfolio.
In a financial year which started with a regional banking crisis in the US, persistent inflation and high interest rates, optimism returned towards the latter stages of the period that the worst may be over. The question on many investors’ minds now is central banks' behaviour with regard to the direction and pace of future interest rate movements. To the extent that the coming quarters see increased levels of transaction volumes, I believe this is likely to provide further proof points that our valuations are supportable and that our NAV can be relied upon by shareholders as an indicator of the value of their investment.
*Focus on shareholder value*
Your Board's approach to maximising shareholder value is anchored around four pillars, which can be grouped into two categories: i) Optimising the NAV return; and ii) Aligning as closely as possible the shareholder experience with the NAV return:
Optimising NAV return
1. Investment strategy: Since ICG became our Manager in 2016, we have become fully invested and have increased allocations to North America and to Secondary investments. These shifts have positively impacted the Portfolio returns, and our focus on buyouts of companies with defensive growth characteristics – with no exposure to venture capital or growth equity – has proven its worth and role in shareholders' portfolios. Our Portfolio is generating compounding growth. We have a dedicated investment team to execute our strategy, which we believe will continue to perform in the years ahead.
2. Cost base: We work with our Manager and other providers to ensure that costs are appropriate, and to maximise the net return of our investment strategy. Effective February 2023, we announced a cap on our management fee rate and a change to the cost sharing arrangement with the Manager, which combined have saved shareholders approximately £1.9 million in FY24.
Aligning shareholder experience to NAV return
3. Capital allocation: We focus on the allocation of capital between new investments and distributions to shareholders. To-date we have had two mechanisms of distributing capital: a progressive dividend policy (since 2017); and, since October 2022, a long-term share buyback programme. Since its launch and up to and including 1 May 2024, we have been in the market on more than 115 separate occasions and have returned £22 million to shareholders through buybacks. I am proud that we were early movers in taking a deliberate, long-term approach to buybacks and am pleased with the execution so far.
Today we are also announcing a new, third component to our shareholder distributions for FY25 – an opportunistic share buyback programme. See page 13 for further details.
4. Effective messaging and shareholder engagement: In recent quarters we have significantly advanced ICG Enterprise Trust's communications through clarified messages, a new website, and enhanced disclosure on the performance of the Portfolio companies. Today, supported by our recently-announced partnership with Cadarn Capital, we are meeting with many more current and potential shareholders. This effort is continuing, and we believe it will help generate incremental demand for our shares.
Executed effectively, these four pillars should ensure that we have an attractive investment Portfolio; a clear NAV development; an appropriate form of shareholder returns between capital appreciation, dividend and buybacks; and an increasingly deep pool of investor interest.
Both the Board and employees of the Manager have significant interest in this approach succeeding, in aggregate owning over 250,000 shares in ICG Enterprise Trust.
*Dividend FY24*
The Board is proposing a final dividend of 9p per share. Together with the three interim dividends of 8p per share, this will result in total dividends for the year of 33p per share, representing a 10% increase on the prior year dividends and the eleventh consecutive year of ordinary dividend per share increases.
*Looking ahead – an investment that deserves wider recognition*
I thank all shareholders for your support over the past year. I have spoken to many of you during the last few months and I am confident that our long-term investment strategy focused on generating defensive growth has a meaningful role to play in many investors’ portfolios.
We support the Bill to amend the regulatory requirement for cost disclosure as led by Baroness Altmann in the House of Lords in March this year. These legislative changes would create greater understanding of the sector and are much needed.
As private ownership of companies continues to grow in the coming years, ICG Enterprise Trust’s purpose – to make the private available to the public – will be evermore valid. We enable you to invest in parts of the economy that you cannot directly access through public markets. I believe our investment approach will continue to generate attractive risk-adjusted returns in the future, and our evergreen capital base combined with our dedicated investment team and broader support of the ICG network means we have the financial and human resources needed to execute successfully.
I look forward to working hard with my Board colleagues, the Manager and the wider investment community to further the interests of ICG Enterprise Trust in the coming year and beyond.
*Jane Tufnell*
*Chair*
7 May 2024
*MANAGER’S REVIEW*
*Alternative Performance Measures*
The Board and the Manager monitor the financial performance of the Company on the basis of Alternative Performance Measures (APM), which are non-IFRS measures. The APM predominantly form the basis of the financial measures discussed in this review, which the Board believes assists shareholders in assessing their investment and the delivery of the investment strategy.
The Company holds certain investments in subsidiary entities. The substantive difference between APM and IFRS is the treatment of the assets and liabilities of these subsidiaries. The APM basis “looks through” these subsidiaries to the underlying assets and liabilities they hold, and it reports the investments as the Portfolio APM. Under IFRS, the Company and its subsidiaries are reported separately. The assets and liabilities of the subsidiaries are presented on the face of the IFRS balance sheet as a single carrying value. The same is true for the IFRS and APM basis of the Cash flow statement.
The following table sets out IFRS metrics and the APM equivalents:
*IFRS (£m)* *31 January 2024* *31 January 2023* *APM (£m)* *31 January 2024* *31 January 2023*
Investments 1,296 1,349 Portfolio 1,349 1,406
NAV 1,283 1,301 Realisation Proceeds 171 252
Cash flows from the sale of portfolio investments 41 32 Total Proceeds 239 252
Cash flows related to the purchase of portfolio investments 25 62 Total New Investment 137 287
The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and IFRS.
*Our investment strategy*
We focus on investing in buyouts of profitable, cash-generative businesses that exhibit defensive growth characteristics which we believe support strong and resilient returns across economic cycles.
We take an active approach to portfolio construction, with a flexible mandate that enables us to deploy capital in Primary, Secondary and Direct investments. Geographically, we focus on the developed markets of North America and Europe which have deep and mature private equity markets, supported by a robust corporate governance ecosystem.
*Medium-term target* *Five-year average* *31 January 2024*
*1. Target Portfolio composition* ^1
Investment category
Primary ~50% 57% 53%
Direct ~25% 28% 29%
Secondary ~25% 15% 18%
Geography^2
North America ~50% 40% 42%
Europe (inc. UK) ~50% 52% 51%
Other — 8% 7%
*2. Balance sheet*
Net cash/(Net Debt)^3 ~0% (1)% (1)%
1 As a percentage of Portfolio; 2 As a percentage of Portfolio; 3 Net cash/(Net debt) as a percentage of NAV
Note: five year average is the linear average of FY exposures for FY20 - FY24
ICG Enterprise Trust benefits from access to ICG-managed funds and ICG-managed direct co-investments, which represented 32% of the Portfolio value at the period end and generated a 10.9% return on a local currency basis.
The market during FY24 and its impact on ICG Enterprise Trust^2
The private equity buyout market globally saw a year-on-year decline in the value of investments and realisations in 2023, down 37% and 44% respectively compared to 2022. This marks the second consecutive year of reductions, and is the steepest decline in activity since the Global Financial Crisis. While ICG Enterprise Trust's business activity did reduce, we continued to be cashflow positive at the Portfolio level.
Whilst private markets fundraising overall was down in 2023, global fundraising for buyouts (by value) was up by 18% compared to 2022. However, there was a significant shift towards larger funds, and as a result the average fund size increased while the number of funds raised reduced. This meant that despite a seemingly buoyant market, it remained a difficult fundraising environment for the vast majority of managers. This benefits LPs such as ICG Enterprise Trust, with evergreen capital structures and well-capitalised balance sheets, as we were able to access the highest quality and most sought-after managers, while achieving more favourable legal terms. Looking ahead, this will also improve our opportunity set for both direct and secondary investments.
From a Portfolio perspective, private market valuations have continued to show more stability than public markets, and the market-wide trend of generally realising investments at uplifts to NAV has continued – a trend that ICG Enterprise Trust has also observed. This is supported by the strong operational performance our portfolio companies have reported during the year.
The combination of lower transaction activity and higher debt financing costs has meant that we executed on our investment strategy with elevated levels of caution during FY24. We had a particular focus on managing our balance sheet conservatively, and reduced the number of direct investments we made, preferring to get wider exposure to the market through primary transactions. In environments such as these, our focus on investing in companies with defensive growth characteristics demonstrates its value for shareholders who are looking for long-term compounding growth.
*Performance overview*
At 31 January 2024, our Portfolio was valued at £1,349m, and the Portfolio Return on a Local Currency Basis for the financial year was 5.9% (FY23: 10.5%), driven by broad-based growth across Primary, Secondary and Direct Co-investment. The performance was impacted by a decline in the share price of Chewy (which now represents 1.4% of our Portfolio), and the impact of the secondary sale we undertook. Excluding these factors, we estimate the Portfolio Return on a Local Currency Basis would have been ~8.7%.
During the period, the Portfolio value on a sterling basis decreased due to FX movements by £39m (-2.7%), and the Portfolio Return on a Sterling Basis was therefore 3.2%.
As part of our active approach to managing our Portfolio, we executed a Secondary sale of certain investments that we expect to generate lower returns in the future than the rest of the Portfolio and than we expect to achieve from new investments. The sale generated an attractive net return of 1.8x invested cost, and gross cash proceeds of £68m that were received in December 2023. It also reduced our undrawn commitments by £9m. The sale was executed at a discount of 15.9%, which we estimate led to a reduction in our NAV per Share of approximately 1%.
The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return of 2.1% during FY24, and ended the period with a NAV per Share of 1,909p.
For Q4 the Portfolio Return on a Local Currency Basis was 1.2% and the NAV per Share Total Return was (2.1)%, with the latter being negatively impacted by movements in FX as well as the secondary sale executed during December 2023.
*Movement in the Portfolio*
*£m* *Twelve months to 31 January 2024* *Twelve months to 31 January 2023*
*Opening Portfolio*^*1* *1,406* *1,172*
Total New Investments 137 287
Total Proceeds (239) (252)
Portfolio net cashflow (102) 35
Valuation movement^2 83 123
Currency movement (39) 76
*Closing Portfolio* *1,349* *1,406*
*% Portfolio growth (local currency)* *5.9%* *10.5%*
% currency movement (2.7)% 6.5%
*% Portfolio growth (Sterling)* *3.2%* *17.0%*
Impact of net cash/(net debt) (0.3)% (0.2)%
Management fee and other expenses (1.4)% (1.5)%
Co-investment Incentive Scheme Accrual (0.1)% (1.2)%
Impact of share buybacks and dividend reinvestment 0.7% 0.3%
*NAV per Share Total Return* *2.1%* *14.5%*
1 Refer to the Glossary
2 94% of the Portfolio is valued using 31 December 2023 (or later) valuations (FY23: 93%)
Executing our investment strategy
*Commitments *
in the financial year *Total New Investments*
in the financial year *Growth *
in the financial year *Total Proceeds*
in the financial year
Making commitments to funds, which expect to be drawn over 3 to 5 years Cash deployments into portfolio companies, either through funds or directly Driving growth and value creation of our portfolio companies Cash realisations of investments in Portfolio companies, plus Fund Disposals
*£153m*
(FY23: £203m) *£137m*
(FY23: £287m) *£83m*
(FY23: £123m) *£239m*
(FY23: £252m)
*Commitments*
In an environment where many investors are restricted in their ability to commit new capital, our evergreen capital structure and flexible investment mandate enables us to commit through the cycle, maintaining vintage diversification for our Portfolio and sowing the seeds for future growth.
During the period we made 12 new fund Commitments totalling £153m, including £42m to funds managed by ICG, as detailed below:
*Fund* *Manager* *Commitment during the period* *Local currency* *£m*
ICG Mid-Market II ICG €25.0m £22.0m
ICG Strategic Equity V ICG $25.0m £20.3m
New Mountain VII New Mountain $20.0m £16.4m
Bowmark VII Bowmark £15.0m £15.0m
Cinven VIII Cinven €15.0m £13.2m
CVC IX CVC €15.0m £13.0m
Resolute VI TJC $15.0m £12.0m
Apax XI Apax €10.0m £8.8m
Bregal Unter IV Bregal €10.0m £8.7m
Audax VII Audax $10.0m £8.0m
Genstar XI Genstar $10.0m £8.0m
Hellman & Friedman XI Hellman & Friedman $10.0m £8.0m
At 31 January 2024, ICG Enterprise Trust had outstanding Undrawn Commitments of £552m.
*Movement in outstanding Commitments* *Year to 31 January 2024*
*£m*
Undrawn Commitments as at 1 February 2023 496.7
New Fund Commitments 153.3
New Commitments relating to Co-investments 24.7
Drawdowns (136.7)
Currency and other movements, including repayment of commitments which can be reinvested 14.0
*Undrawn commitments as at 31 January 2024* *552.0*
Total Undrawn Commitments at 31 January 2024 were comprised of £434m of Undrawn Commitments to funds within their Investment Period, and a further £118m was to funds outside their Investment Period.
*31 January 2024*
*£m* *31 January 2023 *
*£m*
Undrawn Commitments – funds in Investment Period 434 367
Undrawn Commitments – funds outside Investment Period 118 130
*Total Undrawn Commitments* *552* *497*
Total available liquidity (including debt facility) (196) (167)
*Overcommitment net of total available liquidity* *356* *330*
*Overcommitment % of net asset value* *27.7%* *25.3%*
Commitments are made in the funds' underlying currencies. The currency split of the undrawn commitments at 31 January 2024 was as follows:
*31 January 2024* *31 January 2023*
*Undrawn Commitments* *£m* *%* *£m* *%*
US Dollar 290 52.5% 254 51.1%
Euro 236 42.7% 226 45.5%
Sterling 26 4.8% 17 3.4%
*Total* *552* *100.0%* *497* *100.0%*
*Investment*
Total new investments of £137m during the period, of which 15% (£20.5m) were alongside ICG. New investment by category detailed in the table below:
*Investment Category*
*Cost (£m)* *% of New Investments*
Primary 92 67.1%
Direct 33 23.9%
Secondary 12 9.0%
*Total* *137* *100.0%*
During the financial year we made four new Direct Co-investments for a combined value of £24m. The balance of Direct Co-investments is comprised of £9m of incremental drawdowns across existing Direct Co-investments.
The 10 largest new investments in the period were as follows:
*Investment* *Description* *Manager* *Country* *Cost £m*^*1*
Archer Technologies Developer of governance, risk and compliance software Cinven United States 11.1
Ping Identity Provider of intelligent access management solutions Thoma Bravo United States 10.7
Atlas Technical Consultants Provider of professional testing, inspection, engineering, environmental and consulting services GI Partners United States 6.5
Big Blue Marble Academy Operator of schools Leeds Equity United States 3.6
PerkinElmer Provider of analytical testing New Mountain United States 2.7
Independence Products Provider of prescribed infection prevention products Graphite United Kingdom 1.5
group.ONE Provider of web hosting and domain services Cinven Sweden 1.5
NovaTaste Supplier of ingredients for the food industry PAI Austria 1.5
Maxar Provider of geospatial intelligence and satellite manufacturing services Advent United States 1.4
Envalior Provider of engineering materials solutions Advent Germany 1.3
*Top 10 largest underlying new investments* *41.7*
1 Represents ICG Enterprise Trust's indirect investment (share of fund cost) plus any direct investments in the period.
*Growth*
The portfolio grew by £83 million (+5.9%) on a Local Currency Basis in the 12 months to 31 January 2024.
Growth was reasonably balanced across the Portfolio:
· By investment type, growth was spread across Primary (+5.3%), Direct (+6.2%) and Secondary (+7.5%)
· By geography, North America and Europe experienced similar growth
The growth in the Portfolio is underpinned by the performance of our Portfolio companies, which delivered robust financial performance during the period, generating double-digit revenue and EBITDA growth over the last 12 months and with prudent leverage.
*Top 30* *Enlarged Perimeter*
Portfolio coverage 38.6% 67.5%
Last Twelve Months ('LTM') revenue growth 10.1% 11.6%
LTM EBITDA growth 12.8% 14.2%
Net Debt / EBITDA^1 4.4x 4.6x
Enterprise Value / EBITDA^1 14.6x 14.6x
Note: values are weighted averages for the respective portfolio segment; see Glossary for definition and calculation methodology
1 Weighted average metrics exclude Chewy, for which EBITDA multiple is not an appropriate valuation metric
Portfolio growth was impacted by a decline in the share price of Chewy and the impact of the secondary sale we undertook. Excluding these factors, we estimate the Portfolio Return on a Local Currency Basis would have been ~8.7%.
*Quoted company exposure*
We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom we have invested.
At 31 January 2024, ICG Enterprise Trust’s exposure to quoted companies was valued at £64m, equivalent to 4.8% of the Portfolio value (FY23: 7.8%). The share price of our largest listed exposure, Chewy, decreased by 62% in local currency (USD) during the period. This negatively impacted the Portfolio Return on a Local Currency Basis by approximately 1.8%.
At 31 January 2024 there was one quoted investment that individually accounted for 0.5% or more of the Portfolio value:
*Company* *Ticker* *31 January 2024*
*% of Portfolio value*
Chewy CHWY-US 1.4%
Other companies 3.4%
Total *4.8%*
*Realisations*
During FY24, the ICG Enterprise Trust Portfolio generated Realisation Proceeds of £171m and Total Proceeds of £239m, with the latter including £68m gross cash proceeds received in December 2023 from the secondary sale of certain investments. The sale was executed at a discount of 15.9% (impacting NAV per Share by approximately (1)%), and generated an attractive net return of 1.8x invested cost.
Realisation activity during the period included 38 Full Exits that generated Realisation Proceeds of £101m. These were completed at a weighted average Uplift to Carrying Value of 29.5% and weighted average Multiple to Cost of 3.5x.
The 10 largest realisations in the period, which represent 45% of Realisation Proceeds, are set out in the table below:
*Investment* *Manager* *Description* *Country* *Proceeds £m*
Endeavor Schools Leeds Equity Provider of paid private schooling United States 32.8
WCT T JC Provider of clinical research services United States 12.5
Signify Health New Mountain Provider of technology enabled healthcare payor services United States 8.3
Breitling CVC Manufacturer of luxury watches Switzerland 3.6
Mercer Advisors Oak Hill Provider of wealth management services United States 3.5
GoodLife Foods Egeria Producer of frozen snacks Netherlands 3.2
Creative Artists Agency ICG Provider of talent management services United States 3.1
Ask4 Bowmark Provider of internet service specialising in student accommodation United Kingdom 3.1
Messer Industries CVC Supplier and Manufacturer of industrial gases Germany 3.0
SERB Charterhouse Manufacturer of specialty pharmaceuticals Belgium 2.9
*Total of 10 largest underlying realisations* *76.1*
Balance sheet and liquidity
Net assets at 31 January 2024 were £1,283m, equal to 1,909p per share.
At 31 January 2024, the drawn debt was £20.0m (31 January 2023: £65.4m), resulting in a net debt position of £8.8m. At 31 January 2024, the Portfolio represented 105.1% of net assets (31 January 2023: 108.1%).
*£m* *% of net assets*
Portfolio 1,349 105.1%
Cash 11 0.9%
Drawn debt (20) (1.6%)
Co-investment Incentive Scheme Accrual (54) (4.2%)
Other net current liabilities (3) (0.3%)
*Net assets* *1,283* *100.0%*
Our objective is to be fully invested through the cycle, while ensuring that we have sufficient financial resources to be able to take advantage of attractive investment opportunities as they arise. Drawdowns of commitments are funded from Total Proceeds and, where appropriate, the debt facility.
At 31 January 2024 ICG Enterprise Trust had a cash balance of £11.2m (31 January 2023: £20.7m) and total available liquidity of £195.9m (31 January 2023: £167.0m).
*£m*
*Cash at 31 January 2023* *21*
Total Proceeds 239
New investments (137)
Debt drawn down (45)
Shareholder returns (35)
Management fees (16)
FX and other expenses (16)
*Cash at 31 January 2024* *11*
Available undrawn debt facilities 185
*Total available liquidity* *196*
*Dividend and share buyback*
ICG Enterprise Trust has a progressive dividend policy alongside a long-term share buyback programme to return capital to shareholders.
The Board has declared a dividend of 9p per share in respect of the fourth quarter, taking total dividends for the period to 33p (FY23: 30p), which represents an increase of 10% on the previous financial year.
In October 2022 the Board announced the introduction of a long-term share buyback programme, which may be executed at any discount to NAV. Details of share repurchases made under this programme are provided below:
*Buyback activity summary* *FY24*^*1* *Since 19 October 2022*^*2*
Number of shares purchased 1,140,708 1,922,188
Aggregate consideration^3 £13.1m £22.2m
Weighted average discount to last reported NAV 39.5% 39.6%
^1 Based on company-issued announcements / date of purchase, rather than date of settlement
^2 Being the date the long-term share buyback programme was announced, up to and including 1 May 2024
3 Aggregate consideration excludes commission, PTM and SDRT
The Board believes the long-term share buyback programme demonstrates the Manager’s discipline around capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cashflows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility of the Company’s discount and its trading liquidity.
Both the progressive dividend policy and the long-term share buyback programme are being maintained.
In addition, today the Board is announcing an opportunistic share buyback programme for FY25 of up to £25m. This will enable us to take advantage of current trading levels, when the ability to purchase shares in meaningful size at a significant discount presents itself. In announcing this programme the Board is seeking to balance the potential for immediate and visible NAV per Share accretion, with the longer-term potentially higher returns of new investments. The size of the opportunistic share buyback programme will be subject to a number of considerations, including the availability of shares and our cashflow experience and expectations.
The Board retains absolute discretion as to the execution, pricing and timing of any share buybacks, subject to the conditions set out in the authority to execute share buybacks approved at the Company's 2023 Annual General Meeting. Any shares repurchased by the Company will be held in treasury.
Foreign exchange rates
The details of relevant foreign exchange rates applied in this report are provided in the table below:
*Average rate in the twelve months to* *Average rate for FY24* *Average rate for FY23* *31 January 2024 year end* *31 January 2023 year end*
GBP:EUR 1.1526 1.1341 1.1729 1.1375
GBP:USD 1.2479 1.2320 1.2688 1.2337
EUR:USD 1.0827 1.0863 1.0818 1.0840
Activity since the period end
Notable activity between 1 February 2024 and 31 March 2024 has included:
· Two new fund commitments for a combined value of £31.7m
· New investments of £11.9m
· Realisation Proceeds of £21.9m
From 1 February 2024 up to and including 1 May 2024, £7.0m shares were bought back at a weighted average discount to NAV of 39.7%.
*ICG Private Equity Fund Investments Team*
7 May 2024
*SUPPLEMENTARY INFORMATION*
This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions).
Portfolio composition
*Portfolio by calendar year of investment* *% of value of underlying investments *
*31 January 2024* *% of value of underlying investments *
* 31 January 2023*
2023 6.9% —%
2022 18.7% 19.6%
2021 27.9% 25.1%
2020 11.4% 10.3%
2019 12.4% 12.0%
2018 10.5% 12.0%
2017 4.2% 6.7%
2016 and older 8.0% 14.3%
*Total* *100.0%* *100.0%*
*Portfolio by sector* *% of value of underlying investments *
*31 January 2024* *% of value of underlying investments *
* 31 January 2023*
TMT 25.3% 22.5%
Consumer goods and services 17.5% 20.9%
Healthcare 11.3% 13.3%
Business services 13.1% 12.6%
Industrials 7.9% 8.4%
Education 5.7% 7.0%
Financials 7.4% 5.0%
Leisure 7.3% 3.9%
Other 4.5% 6.4%
*Total* *100.0%* *100.0%*
*Portfolio by fund currency*^1 *31 January 2024*
* £m* *31 January 2024*
* %* *31 January 2023 *
*£m* *31 January 2023 *
*%*
US Dollar 674 49.9% 690 43.4%
Euro 555 41.2% 603 47.6%
Sterling 120 8.9% 113 9.0%
*Total* *1,349* *100.0%* *1,406* *100.0%*
^1 Currency exposure by reference to the reporting currency of each fund .
Portfolio Dashboard
The tables below provide disclosure on the composition and dispersion of financial and operational performance for the Top 30 and the Enlarged Perimeter. At 31 January 2024, the Top 30 Companies represented 38.6% of the Portfolio by value and the Enlarged Perimeter represented 67.5% of total Portfolio value. This information is prepared on a value-weighted basis, based on contribution to Portfolio value at 31 January 2024. Datasets for Top 30 companies and ‘Enlarged perimeter’ are not distinct and will have some overlap.
*% of value at 31 January 2024*
*Sector exposure* *Top 30* *Enlarged Perimeter*
TMT 27.4% 22.9%
Business services 17.2% 15.1%
Consumer goods and services 15.8% 16.4%
Industrials 15.2% 10.5%
Healthcare 8.1% 11.2%
Education 6.9% 6.7%
Leisure 6.8% 7.9%
Financials 2.5% 4.8%
Other —% 4.4%
*Total* *100.0%* *100.0%*
*% of value at 31 January 2024*
*Geographic exposure*^1 *Top 30 * * Enlarged Perimeter*
North America 41.5% 43.7%
Europe 51.1% 51.5%
Other 7.4% 4.8%
*Total* *100.0%* *100.0%*
1 Geographic exposure is calculated by reference to the location of the headquarters of the underlying Portfolio companies
*% of value at 31 January 2024*
*LTM revenue growth* *Top 30 * *Enlarged Perimeter *
<0% 11.3% 15.1%
0-10% 48.0% 39.1%
10-20% 23.3% 24.5%
20-30% 8.6% 9.9%
>30% 3.9% 7.7%
n.a.^1 5.1% 3.7%
*Weighted average* *10.1%* *11.6%*
Note: for consistency, any excluded investments are excluded for all dispersion analysis.
1 n.a. within Top 30 represents PetSmart, for which EBITDA multiple is not an appropriate valuation metric.
*% of value at 31 January 2024*
*LTM EBITDA growth* *Top 30 * *Enlarged Perimeter *
<0% 18.2% 22.5%
0-10% 23.4% 21.7%
10-20% 35.4% 25.5%
20-30% 12.3% 12.7%
>30% 5.7% 13.0%
n.a^1 5.1% 4.6%
*Weighted average* *12.8%* *14.2%*
Note: for consistency, any excluded investments are excluded for all dispersion analysis.
1 n.a. within Top 30 represents PetSmart, for which EBITDA multiple is not an appropriate valuation metric.
*% of value at 31 January 2024*
*EV/EBITDA multiple* *Top 30 * *Enlarged Perimeter *
0-10x 9.8% 12.1%
10-12x 29.6% 22.7%
12-13x 2.8% 5.9%
13-15x 14.0% 16.7%
15-17x 20.8% 17.0%
17-20x 12.2% 11.1%
>20x 5.8% 8.8%
n.a.^1 5.1% 5.7%
*Weighted average* *14.6x* *14.6x*
Note: for consistency, any excluded investments are excluded for all dispersion analysis.
1 n.a. within Top 30 represents PetSmart, for which EBITDA multiple is not an appropriate valuation metric.
*% of value at 31 January 2024*
*Net Debt / EBITDA* *Top 30 * *Enlarged Perimeter *
<2x 22.5% 15.4%
2-4x 9.3% 18.3%
4-5x 15.9% 16.4%
5-6x 24.7% 20.5%
6-7x 2.9% 6.4%
>7x 19.7% 16.5%
n.a.^1 5.1% 6.4%
*Weighted average* *4.4x* *4.6x*
Note: for consistency, any excluded investments are excluded for all dispersion analysis.
1 n.a. within Top 30 represents PetSmart, for which EBITDA multiple is not an appropriate valuation metric.
Top 30 companies
The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2024. The valuations are gross of underlying managers fees and carried interest.
Company Manager Year of investment Country Value as a % of Portfolio
1 *Minimax* Supplier of fire protection systems and services ICG 2018 Germany 3.4%
2 *Froneri* Manufacturer and distributor of ice cream products PAI 2013 / 2019 United Kingdom 2.4%
3 *Leaf Home Solutions* Provider of home maintenance services Gridiron 2016 United States 1.8%
4 *European Camping Group* Operator of premium campsites and holiday parks PAI 2021 / 2023 France 1.6%
5 *Newton* Provider of management consulting services ICG 2021 / 2022 United Kingdom 1.5%
6 *Yudo* Designer and manufacturer of hot runner systems ICG 2017 / 2018 South Korea 1.5%
7 *PSB Academy* Provider of private tertiary education ICG 2018 Singapore 1.4%
8 *Chewy* Retailer of pet products and services BC Partners 2014 / 2015 United States 1.4%
9 *Circana* Provider of mission-critical data and predictive analytics to consumer goods manufacturers New Mountain 2022 United States 1.4%
10 *Curium Pharma* Supplier of nuclear medicine diagnostic pharmaceuticals ICG 2020 United Kingdom 1.3%
11 *Precisely* Provider of enterprise software Clearlake
ICG 2021 / 2022 United States 1.3%
12 *Visma* Provider of business management software and outsourcing services HgCapital
ICG 2017 / 2020 Norway 1.3%
13 *Ambassador Theatre Group* Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.3%
14 *Crucial Learning* Provider of corporate training courses focused on communication skills and leadership development Leeds Equity 2019 United States 1.3%
15 *Domus* Operator of retirement homes ICG 2017 / 2021 France 1.2%
16 *Davies Group* Provider of specialty business process outsourcing services BC Partners 2021 United Kingdom 1.1%
17 *Ivanti* Provider of IT management solutions Charlesbank
ICG 2021 United States 1.1%
18 *David Lloyd Leisure* Operator of premium health clubs TDR 2013 / 2020 United Kingdom 1.1%
19 *AML RightSource* Provider of compliance and regulatory services and solutions Gridiron 2020 United States 1.1%
20 *Class Valuation* Provider of residential mortgage appraisal management services Gridiron 2021 United States 1.1%
21 *Planet Payment* Provider of integrated payments services focused on hospitality and luxury retail Advent
Eurazeo
ICG 2021 Ireland 1.1%
22 *ECA Group* Provider of autonomous systems for the aerospace and maritime sectors ICG 2022 France 1.1%
23 *Vistage* Provider of CEO leadership and coaching for small and mid-size businesses in the US Gridiron
ICG 2022 United States 1.0%
24 *VettaFi* Provider of master limited partnerships ("MLP") indices ICG 2018 United States 1.0%
25 *DigiCert* Provider of enterprise security solutions ICG 2021 United States 1.0%
26 *KronosNet* Provider of tech-enabled customer engagement and business solutions ICG 2022 Spain 0.9%
27 *Brooks Automation* Provider of semiconductor manufacturing solutions THL 2021 / 2022 United States 0.9%
28 *Ping Identity* Provider of intelligent access management solutions Thoma Bravo 2022 / 2023 United States 0.7%
29 *AMEOS Group* Operator of private hospitals ICG 2021 Switzerland 0.7%
30 *Archer Technologies* Developer of governance, risk and compliance software intended for risk management Cinven 2023 United States 0.7% *Total of the 30 largest underlying investments* *38.6%*
The 30 largest fund investments
The table below presents the 30 largest fund investments by value at 31 January 2024. The valuations are net of underlying managers’ fees and carried interest.
*Fund* *Year of commitment* *Value £m* *Outstanding commitment £m*
*1* *ICG Strategic Equities Fund III* GP-led secondary transactions 2018 39.4 10.9
*2* *ICG Europe VII* Mezzanine and equity in mid-market buyouts 2018 35.0 6.5
*3* *PAI Strategic Partnerships *** Mid-market and large buyouts 2019 30.6 0.3
*4* *Gridiron Capital Fund III* Mid-market buyouts 2016 28.9 4.1
*5* *CVC European Equity Partners VII* Large buyouts 2017 28.4 1.1
*6* *ICG Strategic Equities Fund IV* GP-led secondary transactions 2021 28.0 10.4
*7* *Graphite Capital Partners VIII ** Mid-market buyouts 2013 27.4 2.2
*8* *Gridiron Capital Fund IV* Mid-market buyouts 2019 25.2 0.7
*9* *PAI Europe VII* Mid-market and large buyouts 2017 24.6 2.9
*10* *ICG Ludgate Hill (Feeder B) SCSp* Secondary portfolio 2021 24.4 13.9
*11* *ICG LP Secondaries Fund I LP* LP-led secondary transactions 2022 22.0 34.8
*12* *Resolute IV* Mid-market buyouts 2018 21.6 1.0
*13* *ICG Ludgate Hill III* Secondary portfolio 2022 21.1 4.7
*14* *Oak Hill V* Mid-market buyouts 2019 17.7 0.9
*15* *Sixth Cinven Fund* Large buyouts 2016 17.2 1.6
*16* *Seventh Cinven* Large buyouts 2019 17.2 2.9
*17* *Advent Global Private Equity IX* Large buyouts 2019 16.9 0.8
*18* *AEA VII* Mid-market buyouts 2019 16.5 0.5
*19* *Graphite Capital Partners IX* Mid-market buyouts 2018 15.9 4.5
*20* *New Mountain Partners V* Mid-market buyouts 2017 15.9 1.2
*21* *Resolute V* Mid-market buy-outs 2021 15.8 0.9
*22* *ICG Augusta Partners Co-Investor *** Secondary fund restructurings 2018 15.5 17.4
*23* *BC European Capital X* Large buyouts 2016 14.9 1.4
*24* *ICG Ludgate Hill (Feeder) II Boston SCSp* Secondary portfolio 2022 14.7 5.3
*25* *ICG Europe Mid-Market Fund* Mezzanine and equity in mid-market buyouts 2019 13.8 5.5
*26* *Permira VII* Large buyouts 2019 13.7 1.5
*27* *Investindustrial VII* Mid-market buyouts 2019 13.2 4.2
*28* *Permira V *** Large buyouts 2013 12.8 0.4
*29* *Tailwind Capital Partners III* Mid-market buyouts 2018 11.9 1.5
*30* *Bowmark Capital Partners VI* Mid-market buyouts 2018 11.6 1.4 *Total of the largest 30 fund investments* *611.8* *145.2* *Percentage of total investment Portfolio* *45.3%*
*All or part of interest acquired through a secondary sale.
**Includes the associated Top Up funds.
*HOW WE MANAGE RISK*
*Identifying and evaluating the strategic, financial and operational impact of our key risks*
The execution of the Company’s investment strategy is subject to a variety of risks and uncertainties, and the Board and Manager have identified several principal risks to the Company’s business. As part of this process, the Board has put in place an ongoing process to identify, assess and monitor the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.
*RISK MANAGEMENT FRAMEWORK*
The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.
*PRINCIPAL RISKS*
The Company’s principal risks are individual risks, or a combination of risks, that could threaten the Company’s business model, future performance, solvency or liquidity.
Details of the Company’s principal risks, potential impact, controls and mitigating factors are set out on pages 23 to 27.
*OTHER RISKS*
Other risks, including reputational risk, are potential outcomes of the principal risks materialising. These risks are actively managed and mitigated as part of the wider risk management framework of the Company and the Manager.
*EMERGING RISKS*
Emerging risks are considered by the Board and are regularly assessed to identify any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/legislative change and macro-economic and political change.
The Company depends upon the experience, skill and reputation of the employees of the Manager. The Manager’s ability to retain the service of these individuals, who are not obligated to remain employed by the Manager, and recruit successfully, is a significant factor in the success of the Company.
*PRINCIPAL RISKS AND UNCERTAINTIES*
The Company considers its principal risks (as well as several underlying risks comprising each principal risk) in four categories:
1. Investment risks: the risk to performance resulting from ineffective or inappropriate investment selection, execution or monitoring.
2. External risks: the risk of failing to deliver the Company’s investment objective and strategic goals due to external factors beyond the Company’s control.
3. Operational risks: the risk of loss resulting from inadequate or failed internal processes, people or systems and external event, including regulatory risk.
4. Financial risks: the risk of adverse impact on the Company due to having insufficient resources to meet its obligations or counterparty failure and the impact any material movement in foreign exchange rates may have on underlying valuations.
*RISK ASSESSMENT PROCESS*
A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.
*Risk appetite and tolerance*
The Board acknowledges and recognises that in the normal course of business, the Company is exposed to risk and it is willing to accept a certain level of risk in managing the business to achieve its targeted returns. The Board’s risk appetite framework provides a basis for the ongoing monitoring of risks and enables dialogue with respect to the Company’s current and evolving risk profile, allowing strategic and financial decisions to be made on an informed basis.
The Board considers several factors to determine its acceptance for each principal risk and categorises acceptance for each risk as low, moderate and high. Where a risk is approaching or is outside the tolerance set, the Board will consider the appropriateness of actions being taken to manage the risk. In particular, the Board has a lower tolerance for financing risk with the aim to ensure that even under a stress scenario, the Company is likely to meet its funding requirements and financial obligations. Similarly, the Board has a low risk tolerance concerning operational risks including legal, tax and regulatory compliance and business process and continuity risk.
How we manage and mitigate our key risks
RISK IMPACT MITIGATION CHANGE IN THE YEAR
INVESTMENT RISKS
INVESTMENT PERFORMANCE
The Manager selects the fund investments and direct investments for the Company’s Portfolio, executing the investment strategy approved by the Board. The underlying managers of those funds in turn select individual investee companies. The origination, investment selection and management capabilities of both the Manager and the third-party managers are key to the performance of the Company. Poor origination, investment selection and monitoring by the Manager and/or third-party managers which may have a negative impact on Portfolio performance. The Manager has a strong track record of investing in private equity through multiple economic cycles. The Manager has a highly selective investment approach and disciplined process, which is overseen by ICG Enterprise Trust’s Investment Committee within the Manager, which comprises a balance of skills and perspectives.
Further, the Company’s Portfolio is diversified, reducing the likelihood of a single investment decision impacting Portfolio performance. Stable
The Board is responsible for ensuring that the investment policy is met. The day-to-day management of the Company’s assets is delegated to the Manager under investment guidelines determined by the Board. The Board regularly reviews these guidelines to ensure they remain appropriate and monitors compliance with the guidelines through regular reports from the Manager, including performance reporting. The Board also reviews the investment strategy at least annually.
Following this assessment and other considerations, the Board concluded that performance risk has remained stable during the year.
VALUATION
In valuing its investments in private equity funds and unquoted companies and publishing its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by the underlying managers to the Manager. There is the potential for inconsistency in the valuation methods adopted by the managers of these funds and companies and for valuations to be misstated. Incorrect valuations being provided would lead to an incorrect overall NAV. The Manager carries out a formal valuation process involving a quarterly review of third-party valuations.
This includes a comparison of unaudited valuations to latest audited reports, as well as a review of any potential adjustments that are required to ensure the valuation of the underlying investments are in accordance with the fair market value principles required under International Financial Reporting Standards (‘IFRS’). Stable
The Board regularly reviews and discusses the valuation process in detail with the Manager, including the sources of valuation information and methodologies used.
Following this assessment and other considerations, the Board concluded that there was no material change in valuation risk during the year.
EXTERNAL RISKS
POLITICAL AND MACRO-ECONOMIC UNCERTAINTY
Political and macro-economic uncertainty and other global events, such as pandemics, that are outside the Company’s control could adversely impact the environment in which the Company and its investment portfolio companies operate. Changes in the political or macro-economic environment could significantly affect the performance of existing investments (and valuations) and prospects for realisations.
In addition, they could impact the number of credible investment opportunities the Company can originate. The Manager uses a range of complementary approaches to inform strategic planning and risk mitigation, including active investment management, profitability and balance sheet scenario planning and stress testing to ensure resilience across a range of outcomes.
The process is supported by a dedicated in-house economist and professional advisers where appropriate. Increasing
The Board monitors and reviews the potential impact on the Company from political and economic developments on an ongoing basis, including input and discussions with the Manager.
Incorporating these views and other considerations, the Board concluded that there was an increase in political and macro-economic uncertainty risk as a result of the political uncertainty.
CLIMATE CHANGE
The underlying managers of the fund investments and direct investments in the Company’s Portfolio fail to ensure that their portfolio companies respond
to the emerging threats from climate change. Climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, impact the value of the Company’s Portfolio. The Manager has a well-defined, firm-wide Responsible Investing Policy and ESG framework in place.
A tailored ESG framework applies across all stages of the Company’s investment process. This includes ongoing monitoring of the underlying manager’s ESG reporting. Stable
The Board monitors and reviews the potential impact to the Company from failures by underlying managers to mitigate the impact of climate change on portfolio company valuation.
During the year the Board received reports on the implementation of the Manager’s Responsible Investing Policy.
THE LISTED PRIVATE EQUITY SECTOR
The listed private equity sector could fall out of favour with investors leading to a reduction in demand for the Company’s shares. A change in sentiment to the sector has the potential to damage the Company’s reputation and impact the performance of the Company’s share price and widen the discount the shares trade at relative to NAV per Share, causing shareholder dissatisfaction. Private equity continues to outperform public markets over the long term and has proved to be an attractive asset class through various cycles. The Manager is active in marketing the Company’s shares to a wide variety of investors to ensure the market is informed about the Company’s performance and investment proposition.
In setting the capital allocation policy, including the allocations to dividends and share buy backs, the Board monitors the discount to NAV and considers appropriate solutions to address any ongoing or substantial discount to NAV. Stable
The risk is elevated due to the wide discount to NAV, but has remained stable through the reporting period.
The Board receives regular updates from the Company’s broker and is kept informed of all material discussions with investors and analysts.
FOREIGN EXCHANGE
The Company has continued to expand its geographic diversity by making investments in different countries. Accordingly, most investments are denominated in US dollars, euros and currencies other than sterling. At present, the Company does not hedge its foreign exchange exposure. Therefore, movements in exchange rates between these currencies may have a material effect on the underlying valuations of the investments and performance of the Company. The Board regularly reviews the Company’s exposure to currency risk and reconsiders possible hedging strategies on at least an annual basis.
Furthermore, the Company’s multicurrency bank facility permits the borrowings to be drawn in euros and US dollars, if required. Stable
The Board reviewed the Company’s exposure to currency risk and possible hedging strategies and concluded that there was no material change in foreign exchange risk during the year and that it remains appropriate for the Company not to hedge its foreign exchange exposure.
OPERATIONAL RISKS
REGULATORY, LEGAL AND TAX COMPLIANCE
Failure by the Manager to comply with relevant regulation and legislation could have an adverse impact on the Company. Additionally, adherence to changes in the legal, regulatory and tax framework applicable to the Manager could become onerous, lessening competitive or market opportunities. The failure of the Manager and the Company to comply with the rules of professional conduct and relevant laws and regulations could expose the Company to regulatory sanction and penalties as well as significant damage to its reputation. The Board is responsible for ensuring the Company’s compliance with all applicable regulatory, legal and tax requirements. Monitoring of this compliance has been delegated to the Manager, of which the in-house Legal, Compliance and Risk functions provide regular updates to the Board covering relevant changes to regulation and legislation.
The Board and the Manager continually monitor regulatory, legislative and tax developments to ensure early engagement in any areas of potential change. Stable
The Company remains responsive to a wide range of developing regulatory areas; and will continue to enhance its processes and controls in order to remain compliant with current and expected legislation.
KEY PROFESSIONALS
Loss of key professionals at the Manager could impair the Company’s ability to deliver its investment strategy and meet its external obligations if replacements are not found in a timely manner. If the Manager’s team is not able to deliver its objectives, investment opportunities could be missed or misevaluated, while existing investment performance may suffer. The Manager regularly updates the Board on team developments and succession planning. The Manager places significant focus on:
· Developing key individuals to ensure that there is a pipeline of potential succession candidates internally. External appointments are considered if that best satisfies the business needs.