Bridgepoint Group
plc
(the
"Company")
Better than expected half
year performance driven by successful
fundraising;
guidance increased for 2024
and consequently 2025
Bridgepoint Group plc today announces interim
results for the six months to 30 June 2024 with financial
performance ahead of expectations and momentum expected to continue
into the medium term against the backdrop of successful
fundraising, strong deployment of capital and further good fund
performance.
Assets under management ("AUM") totalled €42.7 billion at 30 June
2024 and €67.3 billion pro forma for the combination with
ECP.
Summary highlights:
Bridgepoint standalone performance versus six months ended 30
June 2023:
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•
|
25% increase in underlying
management fee income to £156.0 million (H1 2023: £124.6
million);
|
|
•
|
44% increase in Fee Related Earnings
("FRE") to £61.8 million
(H1 2023: £42.9 million);
|
|
•
|
92% increase in Performance Related
Earnings ("PRE") to £24.4
million (H1 2023: £12.7 million);
|
|
•
|
55% increase in underlying EBITDA to
£86.2 million (H1 2023: £55.6 million);
|
|
•
|
Reported profit before tax in H1 2024
of £48.8 million (H1 2023: £53.1 million);
|
|
•
|
Across private equity and credit,
transactions agreed in H1 2024 will return €2.1 billion to LPs, the
strongest period for capital returns since H1 2022;
|
|
•
|
Strong start to fundraising for BDC V
with over €1 billion closed by 30 June 2024;
|
Including ECP (H1 pro forma six months of
ownership):
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•
|
Pro forma underlying management fee
income in H1 2024 of £211.2 million;
|
|
•
|
Pro forma FRE in H1 2024 of £88.1
million;
|
|
•
|
Pro forma PRE in H1 2024 of £56.9
million;
|
|
•
|
Expect final regulatory clearance
and closing of the ECP transaction in Q3 2024; and
|
Updated guidance (including ECP):
|
•
|
2024 guidance increased for
management fees, FRE margin (around 37%), and PRE as a percentage
of total income (c.25%) which also positively impacts
2025.
|
Raoul Hughes, Chief Executive said:
"Bridgepoint delivered first half results ahead
of expectations, with strong underlying profit growth on the back
of robust investment performance, successful fundraising and good
capital deployment. These results reflect Bridgepoint's leadership
position in the attractive mid-market segment.
"Bridgepoint's strong transaction origination
capability and disciplined investment approach continues to deliver
high quality returns. Transactions agreed during the period will
return €2.1 billion to LPs, marking the strongest period for
capital returns since the first half of 2022. Our flagship
fundraising efforts have met or surpassed our targets and we have
seen a strong start to fundraising for BDC V, securing over €1
billion.
"ECP continues to trade strongly. With the
anticipated completion of this transaction in the third quarter of
2024, contingent on the final regulatory approval, we look forward
to continuing to drive growth across the enlarged group.
"Looking ahead, with an encouraging pipeline of
strong exits and signs of increasing transaction activity, we are
upgrading our outlook for 2024 and, therefore, for 2025. The
medium-term growth prospects for private markets are exciting and
Bridgepoint is confident in its long-term strategic
opportunity."
Financial performance (excluding ECP)
|
•
|
Fee paying assets under management
("Fee Paying AUM") of €25.8
billion (H1 2023: €24.6 billion);
|
|
•
|
Underlying management fees increased
by 25% to £156.0 million (H1 2023: £124.6 million), and increased
by 10% excluding the recognition of catch-up fees;
|
|
•
|
Expenses (excluding exceptional
expenses and adjusted items) ("Underlying Expenses") were £94.8
million (H1 2023: £82.2 million). When combined with growth in
management fees, this resulted in 44% growth in FRE to £61.8
million (H1 2023: £42.9 million);
|
|
•
|
PRE increased by 92% to £24.4
million for the first half (H1 2023: £12.7 million);
|
|
•
|
Underlying EBITDA was 55% higher at
£86.2 million (H1 2023: £55.6 million);
|
|
•
|
Underlying profit before tax
increased by 57% to £78.7 million (H1 2023: £50.0 million),
resulting in a 64% increase in underlying EPS of 9.2p (H1 2023:
5.6p); and
|
|
•
|
AUM of €42.7 billion, an increase of
61% since IPO (FY 2020).
|
Financial performance (including ECP)
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•
|
Pro forma AUM of €67.3 billion and
pro forma Fee Paying AUM of €36.8 billion;
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|
•
|
Pro forma underlying management fees
of £211.2 million;
|
|
•
|
Pro forma Underlying Expenses were
£123.7 million. When combined with growth in management fees, this
resulted in FRE of £88.1 million;
|
|
•
|
Pro forma PRE of £56.9
million;
|
|
•
|
Pro forma underlying EBITDA of £145.0
million; and
|
|
•
|
Pro forma underlying profit before
tax of £129.8 million, giving pro forma underlying EPS of
11.0p.
|
Fundraising
|
•
|
BE VII closed at €7 billion at an
average fee rate of 1.5%;
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|
•
|
ECP V closed ahead of target at
US$4.4 billion in the main fund with a further US$2.3 billion of
fee paying co-investment capital;
|
|
•
|
Strong start for BDC V with over €1
billion closed in H1 2024; and
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|
•
|
Continued progress in credit with
€0.5 billion closed during the half year.
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Deployment
|
•
|
Good deployment pace in H1 2023 with
BE VII 49% committed across 9 investments, ECP V 51% committed and
BDC IV 94% committed at 30 June 2024;
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|
•
|
BDC V is therefore likely to start
paying fees by the end of 2024; and
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•
|
BDL III 89% and BCO IV 79%
deployed.
|
|
Note: Private equity deployment calculated as a percentage of
primary capital and includes deals signed but not completed. Credit
calculated using current invested capital and includes 6 deals
signed but not funded.
|
Exits
|
•
|
Outlook for portfolio company exits
is more positive than it has been since the start of
2022;
|
|
•
|
Agreed sale of Dorna Sports after 18
years of ownership, which, subject to regulatory clearances, will
return a total of c. €1 billion to BE VI investors;
|
|
•
|
Across private equity and credit,
transactions agreed in H1 2024 will return €2.1 billion to fund
investors, the strongest period for capital returns since H1 2022;
and
|
|
•
|
Against the backdrop of improving
transaction volumes in the market, there is good near-term
visibility on several further exits in the pipeline for H2 2024
with a number currently in exclusivity.
|
ECP
update
|
•
|
Transaction expected to close in Q3
2024, subject to the final regulatory clearance, which will
accelerate the enlarged Bridgepoint group's growth ambitions and
significantly diversify the group's income streams.
|
Reported financial performance (excluding
ECP)
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•
|
Management and other fees of £153.0
million including final catch-up fees for BE VII of £22.2 million
(H1 2023: £124.6 million);
|
|
•
|
EBITDA of £57.8 million (H1 2023:
£54.3 million); and
|
|
•
|
Profit before tax of £48.8 million
(H1 2023: £53.1 million) and EPS of 5.4 pence per share (H1 2023:
5.9 pence per share).
|
|
Note: for details for Underlying Expenses included in reported
financial performance see the table below 'Reconciliation of pro
forma underlying income statement to reported condensed
consolidated statement of profit or loss'.
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Dividend
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•
|
Interim dividend of 4.6 pence per
share to be paid in October 2024 and final dividend expected to be
no less than 4.6 pence per share subject to shareholder
approval;
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•
|
Assuming ECP closes before the
interim dividend is paid, the amount of capital returned to
shareholders (£45.0 million) would increase by 29% compared to the
interim dividend in 2023 (£35.0m); and
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|
•
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Additionally, £32.7 million of our
second £50 million buyback programme remained to be returned to
shareholders at 30 June 2024, equivalent to a further 4.1 pence per
share.
|
Updated guidance (including ECP)
Fundraising
Closed
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•
|
BE VII closed at €7 billion at an
average fee rate of 1.5% (vs. 1.4% previous guidance);
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•
|
ECP V closed at US$4.4 billion (vs.
US$4.0 billion target fund size);
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Current activity
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•
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BDC V likely to become fee paying by
the end of 2024 (vs. Q1 2025 previously);
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•
|
ECP VI expected to become fee paying
in Q3 2025;
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•
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Expect to raise more than €20
billion by the end of 2026;
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FRE margin
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•
|
2024 to be around 37% (vs. 30-35%
previous guidance) and thereafter around 35% until BE VIII starts
to generate fees;
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PRE
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•
|
2024 and 2025 expected to be c.25%
of total income (vs. 20-25% of total income); and
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Tax
|
•
|
Blended group underlying tax rate
expected to be around 15% following ECP transaction.
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INTERIM DIVIDEND PAYMENT TIMETABLE
The timetable for the payment of the
interim dividend of 4.6 pence per share announced today is as
follows:
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Ex-dividend date:
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19 September 2024
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|
Record date:
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20 September 2024
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Payment date:
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28 October 2024
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ENQUIRIES
Bridgepoint
FGS Global (Public Relations Adviser
to Bridgepoint)
James Murgatroyd / +44 20 7251 3801
/ +44 7768 254 911
Anjali Unnikrishnan / +44 20 7251
3801 / +44 7826 534 233
bridgepoint@fgsglobal.com
Abbreviated income statement
|
£ million
|
Pro forma
six months ended 30 June 2024 (ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Underlying management fees
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
|
PRE
|
56.9
|
24.4
|
12.7
|
348.0%
|
92.1%
|
|
Underlying total operating income
|
268.7
|
181.0
|
137.8
|
95.0%
|
31.3%
|
|
Total expenses
|
(130.5)
|
(101.6)
|
(83.5)
|
56.3%
|
21.7%
|
|
Total expenses (excluding exceptional
expenses
and adjusted items)
|
(123.7)
|
(94.8)
|
(82.2)
|
50.5%
|
15.3%
|
|
EBITDA
|
116.6
|
57.8
|
54.3
|
114.7%
|
6.4%
|
|
Underlying EBITDA
|
145.0
|
86.2
|
55.6
|
160.8%
|
55.0%
|
|
FRE
|
88.1
|
61.8
|
42.9
|
105.4%
|
44.1%
|
|
Depreciation and amortisation
|
(10.7)
|
(8.8)
|
(8.6)
|
24.4%
|
2.3%
|
|
Net finance and other
(expenses)/income
|
(6.0)
|
(0.2)
|
7.4
|
(181.1)%
|
(102.7)%
|
|
Underlying profit before tax
|
129.8
|
78.7
|
50.0
|
159.6%
|
57.4%
|
|
Profit before tax
|
99.9
|
48.8
|
53.1
|
88.1%
|
(8.1)%
|
|
Tax
|
(15.9)
|
(5.7)
|
(4.9)
|
224.5%
|
16.3%
|
|
Profit after tax
|
84.0
|
43.1
|
48.2
|
74.3%
|
(10.6)%
|
Consolidated balance sheet
|
Summarised consolidated statement of financial
position (IFRS basis)
£ million
|
As at
30 June 2024
|
As at
31 December 2023
|
Change
(%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
685.6
|
582.2
|
17.8%
|
|
Current assets
|
2,100.1
|
1,795.5
|
17.0%
|
|
Total Assets
|
2,785.7
|
2,377.7
|
17.2%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
1,640.9
|
1,318.8
|
24.4%
|
|
Current liabilities
|
421.8
|
337.7
|
24.9%
|
|
Total Liabilities
|
2,062.7
|
1,656.5
|
24.5%
|
|
Net Assets
|
723.0
|
721.2
|
0.2%
|
|
Equity
|
|
|
|
|
Share capital and premium
|
289.9
|
289.9
|
0.0%
|
|
Other reserves
|
12.6
|
12.6
|
0.0%
|
|
Retained earnings
|
420.5
|
418.7
|
0.4%
|
|
Total Equity
|
723.0
|
721.2
|
0.2%
|
Consolidated cash flows
|
Summarised consolidated cash flow statement
(IFRS basis)
£ million
|
Six months ended 30 June 2024
|
(Restated)
Six months ended 30 June 2023
|
Change
(%)
|
|
Net cash flows from operating
activities
|
8.5
|
22.1
|
(61.5)%
|
|
Net cash flows from investing
activities
|
(319.2)
|
(65.5)
|
387.3%
|
|
Net cash flows from financing
activities
|
208.0
|
113.5
|
83.3%
|
|
Net (decrease)/increase in cash and cash
equivalents
|
(102.7)
|
70.1
|
(246.5)%
|
|
Total cash and cash equivalents at beginning of
the period
|
314.8
|
220.6
|
42.7%
|
|
Effect of exchange rate changes
|
(0.6)
|
(1.6)
|
(62.5)%
|
|
Total cash and cash equivalents at the end of
the period
|
211.5
|
289.1
|
(26.8)%
|
|
of which: cash and cash equivalents at the end
of the period (for use within the Group)
|
123.9
|
258.4
|
(52.1)%
|
|
of which: CLO cash (restricted for use within
relevant CLO)
|
87.6
|
30.7
|
185.3%
|
|
Total cash and cash equivalents at the end of
the period
|
211.5
|
289.1
|
(26.8)%
|
Financial summary
|
|
Pro forma*
six months ended
30 June 2024 (ECP: 6 months)
|
Six months ended 30 June
2024
(ECP: not
included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change H1 24 vs.
H1 23 (%)
|
|
Total AUM (€bn)
|
67.3
|
42.7
|
39.5
|
70.4%
|
8.1%
|
|
Fee Paying AUM (€bn)
|
36.8
|
25.8
|
24.6
|
49.6%
|
4.9%
|
|
Management fee margin on Fee Paying AUM
(%)
|
1.11%
|
1.16%
|
1.16%
|
(0.1)ppt
|
-
|
|
Underlying management fees (£m)
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
|
Underlying total operating income
(£m)
|
268.7
|
181.0
|
137.8
|
95.0%
|
31.3%
|
|
Total expenses (excluding exceptional expenses
and adjusted items) (£m)
|
(123.7)
|
(94.8)
|
(82.2)
|
50.5%
|
15.3%
|
|
Underlying EBITDA (£m)
|
145.0
|
86.2
|
55.6
|
160.8%
|
55.0%
|
|
Underlying EBITDA margin (%)
|
54.0%
|
47.6%
|
40.3%
|
13.6ppt
|
7.3ppt
|
|
FRE (£m)
|
88.1
|
61.8
|
42.9
|
105.4%
|
44.1%
|
|
FRE margin (%)
|
41.6%
|
39.5%
|
34.3%
|
7.3ppt
|
5.2ppt
|
|
FRE margin (excluding catch-up fees)
(%)
|
31.8%
|
29.5%
|
32.9%
|
(1.1)ppt
|
(3.4)ppt
|
|
PRE (£m)
|
56.9
|
24.4
|
12.7
|
348.0%
|
92.1%
|
|
Underlying profit before tax (£m)
|
129.8
|
78.7
|
50.0
|
159.6%
|
57.4%
|
|
Profit before tax (£m)
|
99.9
|
48.8
|
53.1
|
88.1%
|
(8.1)%
|
|
Profit after tax (£m)
|
84.0
|
43.1
|
48.2
|
74.3%
|
(10.6)%
|
|
Basic and diluted EPS (pence)
|
8.1
|
5.4
|
5.9
|
37.3%
|
(8.5)%
|
|
Basic and diluted underlying EPS
(pence)**
|
11.0
|
9.2
|
5.6
|
96.4%
|
64.3%
|
|
*
|
The pro-forma results assume that the acquisition of ECP
completed on 1 January 2024.
|
|
**
|
Pro-forma underlying EPS is only presented on diluted
basis.
|
Reconciliation of pro forma underlying income
statement to condensed consolidated statement of profit or
loss
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
ECP
six months ending 30 June 2024
|
Underlying
six months ended 30 June 2024
(ECP: not included)
|
Exceptionals
and adjusted items
|
IFRS
six months ended 30 June 2024
(ECP: not included)
|
|
Management and other fees
|
211.2
|
55.2
|
156.0
|
3.0
|
153.0
|
|
PRE
|
56.9
|
32.5
|
24.4
|
18.6
|
5.8
|
|
Other operating income
|
0.6
|
-
|
0.6
|
-
|
0.6
|
|
Total operating income
|
268.7
|
87.7
|
181.0
|
21.6
|
159.4
|
|
Personnel expenses
|
(92.2)
|
(23.1)
|
(69.1)
|
5.0
|
(74.1)
|
|
Other operating expenses
|
(31.5)
|
(5.8)
|
(25.7)
|
1.8
|
(27.5)
|
|
Total expenses
|
(123.7)
|
(28.9)
|
(94.8)
|
6.8
|
(101.6)
|
|
EBITDA
|
145.0
|
58.8
|
86.2
|
28.4
|
57.8
|
|
EBITDA margin (%)
|
54.0%
|
67.0%
|
47.6%
|
n/a
|
36.3%
|
|
FRE
|
88.1
|
26.3
|
61.8
|
9.8
|
52.0
|
|
FRE margin (%)
|
41.6%
|
47.6%
|
39.5%
|
n/a
|
33.9%
|
|
Depreciation and amortisation
|
(9.2)
|
(1.9)
|
(7.3)
|
1.5
|
(8.8)
|
|
Net finance and other
(expense)/income
|
(6.0)
|
(5.8)
|
(0.2)
|
-
|
(0.2)
|
|
Profit before tax
|
129.8
|
51.1
|
78.7
|
29.9
|
48.8
|
|
Tax
|
(15.9)
|
(10.2)
|
(5.7)
|
-
|
(5.7)
|
|
Profit after tax
|
113.9
|
40.9
|
73.0
|
29.9
|
43.1
|
Chief Executive's statement
Raoul Hughes
I'm pleased to report a strong set of results
for the first half of 2024, as well as an improved outlook for
the full year and 2025.
In March, the Bridgepoint group reported a
strong set of financial results for 2023, a trend which has
continued into the first half of 2024. Flagship fundraises at
Bridgepoint and ECP have completed ahead of guidance, locking in
future management fees ahead of expectations. Strong fund
performance has continued across Bridgepoint's equity and credit
strategies, as well as ECP's, with Bridgepoint's BDC III
portfolio's performance in particular underpinning significant
growth in PRE.
Financial performance ahead of expectations,
with guidance increased for 2024 and 2025
In H1 2024, AUM for Bridgepoint on a standalone
basis increased organically by 8% compared to H1 2023 to reach
€42.7 billion, contributing to a 25% increase in underlying
management fees and other income year-on-year to £156.6 million,
with a 44% increase in FRE to £61.8 million. PRE increased by 92%
to £24.4 million in the same period. Consequently, underlying
EBITDA increased by 55% to £86.2 million. When ECP is included, FRE
is £88.1 million and underlying EBITDA is £145.0 million for the
first half of the year.
The outlook for 2024 and 2025 is being upgraded
based on better-than-expected financial performance in the first
half of 2024, flagship fundraises completed on or ahead of target,
strong deployment and exits (including a healthy pipeline heading
into the summer), and signs of increasing transaction activity in
the markets in which Bridgepoint operates.
PRE is now expected to represent c.25% of total
income in 2024 and 2025, above the normal range of 20% to 25%,
driven by the strength of the exit pipeline over the next 18
months. FRE margin is now expected to be around 37% in 2024 and
thereafter around 35% until BE VIII starts to generate fees, up
from the previous expectation of 30% to 35%.
Fundraising in line with, or above, targets for
flagship funds
As mentioned, in the first half of the year,
both Bridgepoint and ECP have closed flagship fundraises in line
with, or above, target. At the end of March, BE VII closed at €7
billion of commitments at an average fee rate of 1.5%. Given the
environment in which the fund was raised, this is an excellent
outcome and a testament to the strength of the Bridgepoint equity
platform. ECP's fifth flagship fund, ECP V, closed ahead of
guidance at $4.4 billion, with an additional $2.3 billion of
fee-paying co-investment capital.
Additionally, Bridgepoint Credit successfully
closed its sixth CLO, bringing the cumulative AUM of the CLO
strategy to €2.4 billion.
BDC V, Bridgepoint's lower mid cap private
equity strategy, is now in the market and off to a very strong
start, with over €1 billion of its €2 billion target raised within
a few months. The high level of demand we're seeing is a direct
result of the performance of the lower mid cap strategy's most
mature fund, BDC III, which - across any metric - is one of the
top-performing PE funds in Europe.
Looking ahead, Bridgepoint and ECP together
expect to raise over €20 billion by the end of 2026. Five funds
will be raising capital in H2 2024: BDC V, BDL IV, CLO 7, BCO V and
BG II.
In addition to raising capital through existing
channels, plans to launch the first private wealth offering are now
advanced. This area is clearly a significant opportunity for
Bridgepoint and the alternatives market more generally. A team is
now in place focusing on the development of this proposition, with
active fundraising in this channel anticipated from the first half
of next year.
Strong capital deployment across
investment strategies
Private equity
With the European middle market open for
business, the private equity team has enjoyed a period of
particularly strong performance. BE VII has made significant
progress and has now deployed 49% of its fund capital across nine
platform investments. Seven of these have been sourced outside of
conventional auction processes, underlining the strength of
Bridgepoint's origination capabilities. Recent fund transactions
include LumApps, the next-generation intranet developer, and Alpha
FMC, a FTSE-250 global specialist consultancy focused on the
financial services sector. The transaction has been recommended by
the Alpha FMC Board, and is subject to Alpha FMC shareholder
approval.
BDC IV has also continued its strong deployment
with four new investments over the first half of the year, the two
most recent being MyDefence, a Danish specialist developer of
counter-drone technology, and Forward Global, a leader in corporate
risk management solutions, the latter of which is expected to close
in H2 2024. The fund is now 94% committed and the BDC team will
look to complete the deployment of BDC IV primary capital in the
next quarter before turning its attention to investing BDC
V.
The outlook for portfolio exits is more
positive than it has been since the start of 2022, with a notable
exit agreed in relation to Dorna Sports in BE VI, which will return
a total of c. €1 billion to investors upon receipt of the necessary
regulatory approvals. Amid improving transaction volumes in the
market, there is good near-term visibility on material further
exits in H2 2024, with a number of potential transactions currently
in exclusivity.
Private credit
It is encouraging to see a significant uptick
in activity in Bridgepoint Credit. In the year to date, the
Bridgepoint Direct Lending team has committed to invest in 15
deals, including ten new primary deals and five further commitments
to existing investments, totalling almost €1 billion in deployment
across all core geographies and target sectors. As a lender to
predominantly mid-market, private equity-backed companies, this
increased level of activity further demonstrates the recovery of
deal volumes.
In Bridgepoint Credit Opportunities, the
investment pace has held steady this year with the latest vintage,
BCO IV, now 79% committed.
Infrastructure
ECP continues to trade strongly. With the
transaction expected to close in Q3 2024, subject to a final
regulatory clearance, we look forward to driving growth in the
enlarged Group.
ECP's fifth flagship fund, ECP V, closed with
total capital commitments at $4.4 billion, exceeding the initial
$4.0 billion target. ECP also raised an additional $2.3 billion of
fee-paying co-investment capital to be deployed alongside the main
fund, reflecting the strong and continued support for ECP's
flagship equity strategy and growing demand for reliable,
affordable and clean energy.
ECP V has already deployed $2.2 billion of
equity to date (or $4.4 billion when including co-investment)
across eight platform investments, the latest of which, Atlantica
Sustainable Infrastructure plc, is a diversified renewable and
power platform with assets located primarily across North America
and Western Europe.
Well-placed to benefit from long-term
market trends
With a platform that continues to deliver
through cycles, there is significant potential for growth given the
strong tailwinds in the alternatives market. Private markets
continue to perform well and remain attractive to institutional
investors. Major pools of capital, including private wealth, have
very limited exposure to private markets and significant funding
needs will increasingly require private capital, such as ECP's core
market of energy transition.
Bridgepoint is well-positioned to benefit from
these market dynamics. The Group's strategy of increasing
diversity, whether by investment strategy, geography or investor
type, builds on its clearly differentiated position in the global
middle market. The platform's strength makes Bridgepoint a go-to
participant in credit, equity, and value-added infrastructure, with
further M&A anticipated to enhance capabilities in the medium
term.
Key appointments
Bridgepoint has continued to build its senior
leadership team with two key appointments in the first half of the
year.
Firstly, Tim Score has been appointed Chairman
of the Board, succeeding William Jackson, effective 1 July. Tim
knows the business well, having served as a Non-Executive Director
since the IPO. Bridgepoint will continue to benefit from
William's experience and leadership - particularly in the private
equity business, which he will continue to chair.
Secondly, Ruth Prior will succeed Adam Jones as
Chief Financial Officer. I'm delighted that Ruth is joining
Bridgepoint and look forward to welcoming her formally on 1
September. As a highly experienced Chief Financial Officer in both
the listed and private sectors, Ruth brings substantial experience
to the role as Bridgepoint continues to build its market presence
and capabilities.
I would like to take the opportunity to thank
Adam, on behalf of the Board and colleagues across Bridgepoint, for
his significant contributions to the business.
Dividend
I'm pleased to confirm that the Company will be
maintaining its progressive dividend policy this year and will
pay an interim dividend of 4.6p per share in October.
An exciting year ahead
Successful fundraising and a strong pipeline of
both investments and exits position Bridgepoint to navigate the
rest of the year with confidence.
With middle-market leadership a clear
differentiator for Bridgepoint, the platform is well-positioned to
capitalise on both market growth and the increasing trend towards
industry consolidation.
Opportunities for inorganic growth and
expansion into new asset classes continue to be actively explored,
alongside the organic scaling and broadening of Bridgepoint's
existing investment strategies.
I would like to express my gratitude to all
Bridgepoint colleagues who have helped to deliver another strong
set of financial results. I think everyone across the company would
agree that the future is very exciting.
Raoul Hughes
Chief Executive
CFO
statement
The Group's financial results for
the six months to 30 June 2024 are ahead of expectations, both on a
standalone basis and on a pro forma basis inclusive of ECP,
reflecting the completion of fundraising for BE VII and ECP V ahead
of guidance and strong PRE delivery.
Bridgepoint standalone for six
months
On a standalone basis excluding ECP, underlying
management fees increased by £31.4 million to £156.0 million, an
increase of 25.2%, including the impact of the successful
conclusion of the BE VII fundraising at €7 billion.
The increased fees, which include the impact of
£22.2 million of catch-up fees, slightly ahead of our guidance for
FY 2024, contribute to the delivery of FRE of £61.8 million, an
increase of 44.1%. The step up in fees delivers an FRE margin of
39.5%, or 29.5% excluding the impact of catch-up fees.
PRE of £24.4 million represents an increase of
£11.7 million compared with the prior period reflecting improving
economic conditions and price discovery on certain assets ahead of
planned exit.
Underlying EBITDA was £86.2 million, an
increase of £30.6 million or 55.0% compared to the six month period
ended 30 June 2023, due to the higher FRE and PRE.
Excluding the impact of adjustments for
exceptional and other adjusted items, EBITDA was £57.8 million and
profit after tax was £43.1 million compared with £54.3 million and
£48.2 million respectively in the comparative period.
Pro forma results including ECP for
six months
On a pro forma basis, underlying management
fees of £211.2 million would also include the impact of the
conclusion of the ECP V fundraising, which closed ahead of guidance
at $4.4 billion (with catch-up fees of £8.2 million).
Pro forma FRE of £88.1 million includes the
impact of a total of £30.4 million of catch-up fees. The step up in
fees delivers a pro forma FRE margin of 41.6%, or 31.8% excluding
the impact of the catch-up fees.
Pro forma PRE of £56.9 million includes £32.5
million in respect of ECP. Pro forma PRE for the second half of
2024 is expected to represent circa 30% of total income, ahead of
our previous guidance.
Pro forma FRE and PRE contribute to underlying
EBITDA of £145.0 million. ECP would have contributed a pro forma
FRE margin of 47.6% and pro forma EBITDA margin of 67.0% for the
six month period, demonstrating its accretive benefits to
shareholders.
AUM
At 30 June 2024, the Group's AUM of €67.3
billion and Fee Paying AUM of €36.8 billion represented an increase
of €40.7 billion or 153.0% and €20.7 billion or 128.6% respectively
since our IPO. This reflects organic growth in our private equity
and credit strategies. This includes the recent close of BE VII and
includes €24.6 billion and $11.0 billion relating to ECP
respectively.
Balance sheet and
financing
At 30 June 2024, the Group had cash of £123.9
million (excluding cash belonging to consolidated CLOs). Following
the closing of the ECP transaction, the Group plans to issue the
$430 million of US private placement notes priced in March, which
will be partly used to repay a portion of the existing $225 million
of ECP notes which are included in the acquisition perimeter. On a
pro forma basis, the Group expects following the close of the
transaction to have in the region of $575 million of drawn
borrowings and a £250 million undrawn revolving credit facility.
This financing package provides the Group with further resources to
continue its strategic growth plans.
On the balance sheet, the Group holds
investments in funds of £498.4 million, including the Group's
exposure to CLO notes, and carried interest at a discounted value
of £70.7 million.
The embedded potential value of future PRE from
Bridgepoint and ECP funds is very significant with over £1 billion
expected from funds which are either fully invested or currently
investing, driven by the increased allocation of the share of
carried interest to the Group, and greater co-investment in new
funds, which provides the opportunity for significant potential
future profitability and conversion to cash in the
medium-term.
Overall
Taking all of the above together, the
completion of fundraising of BE VII and ECP V, the expected close
of the ECP transaction in the second half of the year, improving
economic conditions and the financial health of the Group means it
is well placed to deliver full year results ahead of guidance and
continue the growth trajectory achieved since the IPO.
Adam Jones
Group Chief Financial Officer
Guidance
|
-
|
Fundraising:
|
|
|
-
|
BE VII closed at €7 billion at an average fee
rate of 1.5% (vs. 1.4% previous guidance)
|
|
|
-
|
ECP V closed at US$4.4 billion (vs. US$4.0
billion target fund size)
|
|
|
-
|
BDC V likely to become fee paying by the end of
2024 (vs. Q1 2025 previously)
|
|
|
-
|
ECP VI expected to become fee paying in Q3
2025
|
|
|
-
|
Expect to raise more than €20 billion by the
end of 2026
|
|
-
|
FRE margin:
|
|
|
-
|
2024 to be around 37% (vs. 30-35% previous
guidance) and thereafter around 35% until BE VIII starts to
generate fees
|
|
-
|
PRE:
|
|
|
-
|
2024 and 2025 expected to be c.25% of total
income (vs. 20-25% of total income)
|
|
-
|
Tax: Blended group underlying tax rate expected
to be around 15% following ECP transaction
|
Throughout the course of this
section reference is made to adjusted measures which the Group
considers to be APMs or KPIs. These are not defined or recognised
under IFRS but are used by the Directors and management to analyse
the business and financial performance, track the Group's progress
and help develop long-term strategic plans. The supplementary
information section sets out definitions of each of the APMs used
within the CFO statement and how they can be reconciled back to the
condensed consolidated financial statements.
Summary
Financial summary
|
|
Pro forma*
six months ended
30 June 2024 (ECP: 6 months)
|
Six months ended 30 June
2024
(ECP: not
included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change H1 24 vs.
H1 23 (%)
|
|
Total AUM (€bn)
|
67.3
|
42.7
|
39.5
|
70.4%
|
8.1%
|
|
Fee Paying AUM (€bn)
|
36.8
|
25.8
|
24.6
|
49.6%
|
4.9%
|
|
Management fee margin on Fee Paying AUM
(%)
|
1.11%
|
1.16%
|
1.16%
|
(0.1)ppt
|
-
|
|
Underlying management fees (£m)
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
|
Underlying total operating income
(£m)
|
268.7
|
181.0
|
137.8
|
95.0%
|
31.3%
|
|
Total expenses (excluding exceptional expenses
and adjusted items) (£m)
|
(123.7)
|
(94.8)
|
(82.2)
|
50.5%
|
15.3%
|
|
Underlying EBITDA (£m)
|
145.0
|
86.2
|
55.6
|
160.8%
|
55.0%
|
|
Underlying EBITDA margin (%)
|
54.0%
|
47.6%
|
40.3%
|
13.6ppt
|
7.3ppt
|
|
FRE (£m)
|
88.1
|
61.8
|
42.9
|
105.4%
|
44.1%
|
|
FRE margin (%)
|
41.6%
|
39.5%
|
34.3%
|
7.3ppt
|
5.2ppt
|
|
FRE margin (excluding catch-up fees)
(%)
|
31.8%
|
29.5%
|
32.9%
|
(1.1)ppt
|
(3.4)ppt
|
|
PRE (£m)
|
56.9
|
24.4
|
12.7
|
348.0%
|
92.1%
|
|
Underlying profit before tax (£m)
|
129.8
|
78.7
|
50.0
|
159.6%
|
57.4%
|
|
Profit before tax (£m)
|
99.9
|
48.8
|
53.1
|
88.1%
|
(8.1)%
|
|
Profit after tax (£m)
|
84.0
|
43.1
|
48.2
|
74.3%
|
(10.6)%
|
|
Basic and diluted EPS (pence)
|
8.1
|
5.4
|
5.9
|
37.3%
|
(8.5)%
|
|
Basic and diluted underlying EPS
(pence)**
|
11.0
|
9.2
|
5.6
|
96.4%
|
64.3%
|
|
*
|
The pro-forma results assume that the acquisition of ECP
completed on 1 January 2024.
|
|
**
|
Pro-forma underlying EPS is only presented on diluted
basis.
|
The financial summary above and throughout the
remainder of this section of the interim report includes two
comparisons:
|
-
|
The underlying results for the six months ended
30 June 2024 without ECP have been compared against the underlying
results for the first 6 months in 2023 to show the progression of
performance without the addition of ECP; and
|
|
-
|
The six months ended 30 June 2024 on a pro
forma basis, including six months financial performance of ECP as
if the acquisition had occurred on 1 January 2024. This is compared
against underlying results for the six months ended 30 June 2023
excluding ECP thereby providing a clearer indication of the impact
of ECP performance on the Group.
|
Fundraising
BE VII held its final close in March, with €7
billion of commitments, which was in line with previous guidance.
The fund was raised at an average fee of 1.5%, which was above
previous guidance of 1.4%. With the additional commitments, private
equity AUM grew to €30.2 billion at 30 June 2024.
Fundraising for BDC V is well underway, and it
may become fee paying in Q4 2024, which is earlier than previous
guidance of Q1 2025.
Credit Total AUM at 30 June 2024 was €12.5
billion, an increase of €0.1 billion since December 2023,
representing the deployment of capital in the BDL III and BCO IV
strategies and the launch of CLO 6 in March offset by cancellation
of commitments in mature funds. Fundraising for BDL IV has started
and is expected to commence capital deployment later this
year.
The final close of ECP V was held at the end of
April, with $4.4 billion of commitments, above its target of $4.0
billion. ECP Total AUM at 30 June 2024 was €24.6
billion.
Overall, we expect to raise more than €20
billion across the Group, including ECP, by the end of
2026.
Total AUM development during the
period
|
€ billion
|
Private equity
|
Credit
|
Total private equity and credit (excluding
ECP)
|
Infrastructure
(Pro forma ECP)
|
Total pro forma
(including ECP)
|
|
30 June 2023
|
27.5
|
12.0
|
39.5
|
18.6
|
58.1
|
|
31 December 2023
|
28.1
|
12.4
|
40.5
|
21.1
|
61.6
|
|
Fundraising
|
2.1
|
0.5
|
2.6
|
0.5
|
3.1
|
|
Divestments
|
(0.6)
|
(0.5)
|
(1.1)
|
-
|
(1.1)
|
|
Revaluations
|
0.6
|
0.1
|
0.7
|
2.4
|
3.1
|
|
Foreign exchange movements
|
-
|
-
|
-
|
0.6
|
0.6
|
|
30 June 2024
|
30.2
|
12.5
|
42.7
|
24.6
|
67.3
|
Total AUM at 30 June 2024 was €42.7 billion
compared to €40.5 billion at the end of 2023. The increase is
primarily due to additional commitments raised for BE VII (private
equity) and the impact of valuation growth of fund
investments.
Total AUM including ECP was €67.3 billion at 30
June 2024.
Fee Paying AUM development during the
period
|
€ billion
|
Private equity
|
Credit
|
Total private equity and credit (excluding
ECP)
|
Infrastructure
(Pro forma ECP)
|
Total pro forma
(including ECP)
|
|
30 June 2023
|
16.9
|
7.7
|
24.6
|
10.6
|
35.2
|
|
31 December 2023
|
17.8
|
8.2
|
26.0
|
10.7
|
36.7
|
|
Fundraising: fees on committed
capital
|
0.8
|
-
|
0.8
|
0.4
|
1.2
|
|
Deployment of funds: fees on invested
capital
|
0.1
|
1.2
|
1.3
|
0.3
|
1.6
|
|
Realisations
|
(1.3)
|
(1.0)
|
(2.3)
|
(0.1)
|
(2.4)
|
|
Step down
|
-
|
-
|
-
|
(0.6)
|
(0.6)
|
|
Foreign exchange movements
|
-
|
-
|
-
|
0.3
|
0.3
|
|
30 June 2024
|
17.4
|
8.4
|
25.8
|
11.0
|
36.8
|
Fee Paying AUM at 30 June 2024 was €25.8
billion compared to €26.0 billion at the end of 2023. The change in
the first six months of 2024 primarily due to additional BE VII
(private equity) commitments, an increase in invested capital in
our credit strategies and the launch of CLO 6, which became fee
paying during the period, offset by the realisations during the
period.
Fee Paying AUM including ECP was €36.8 billion
at 30 June 2024.
Abbreviated income statement
|
£ million
|
Pro forma
six months ended 30 June 2024 (ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Underlying management fees
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
|
PRE
|
56.9
|
24.4
|
12.7
|
348.0%
|
92.1%
|
|
Underlying total operating income
|
268.7
|
181.0
|
137.8
|
95.0%
|
31.3%
|
|
Total expenses
|
(130.5)
|
(101.6)
|
(83.5)
|
56.3%
|
21.7%
|
|
Total expenses (excluding exceptional
expenses
and adjusted items)
|
(123.7)
|
(94.8)
|
(82.2)
|
50.5%
|
15.3%
|
|
EBITDA
|
116.6
|
57.8
|
54.3
|
114.7%
|
6.4%
|
|
Underlying EBITDA
|
145.0
|
86.2
|
55.6
|
160.8%
|
55.0%
|
|
FRE
|
88.1
|
61.8
|
42.9
|
105.4%
|
44.1%
|
|
Depreciation and amortisation
|
(10.7)
|
(8.8)
|
(8.6)
|
24.4%
|
2.3%
|
|
Net finance and other
(expenses)/income
|
(6.0)
|
(0.2)
|
7.4
|
(181.1)%
|
(102.7)%
|
|
Underlying profit before tax
|
129.8
|
78.7
|
50.0
|
159.6%
|
57.4%
|
|
Profit before tax
|
99.9
|
48.8
|
53.1
|
88.1%
|
(8.1)%
|
|
Tax
|
(15.9)
|
(5.7)
|
(4.9)
|
224.5%
|
16.3%
|
|
Profit after tax
|
84.0
|
43.1
|
48.2
|
74.3%
|
(10.6)%
|
The Group's consolidated income statement has
two key components:
|
-
|
Income generated from management and other
fees, deriving from long-term fund management contracts, which
taken with costs ( excluding exceptional expenses, bonuses linked
to investment returns and the costs associated with certain
employee share schemes) form FRE.
|
|
-
|
The second component is the variable income
from investments in funds and carried interest, or PRE. PRE
together with FRE forms the EBITDA of the business.
|
The pro forma results for the six months ended
30 June 2024 include ECP as if the acquisition had completed on 1
January 2024 to provide a clearer indication of the performance
impact of ECP on the Group. A reconciliation between the pro forma
results and the results under IFRS is provided below.
Exceptional items are items of income or
expense that are material by size and/or nature and are not
considered to be incurred in the normal course of business.
Exceptional items that are classified as "exceptional" within the
Group Consolidated Statement of Profit or Loss are disclosed
separately to give a clearer presentation of the Group's results.
In the six months ended 30 June 2024, exceptional expenses within
EBITDA predominantly related to ECP transaction costs. In the six
months ended 30 June 2023, exceptional expenses included costs
related to the acquisition of the EQT Credit business and other
potential acquisitions. Further explanation of these items is
included within note 4 of the financial statements.
Underlying profit before tax excludes
exceptional items and other adjusting items. Other adjusted items
include:
|
-
|
Reinstatement of management fees relating to
CLOs which are consolidated by the Group, which are otherwise
eliminated on consolidation and form part of PRE .
|
|
-
|
Adjustments to PRE to exclude: (i) the impact
of negative returns in the early years of a fund due to management
fee expenses based on the full committed capital of the fund
exceeding capital growth from deployed invested capital (typically
known as the 'J-curve' and which is considered temporary); and (ii)
PRE attributable to a third-party investor that invests in a
structured vehicle that is consolidated under IFRS by the Group, as
its inclusion could distort the view of the amount of PRE
attributable to shareholders. A related finance cost payable to the
third-party investor is also excluded from finance expenses and
underlying profit before tax.
|
|
-
|
Exclusion of costs relating to certain employee
share schemes that were granted following the IPO and are not
considered to be an alternative to cash-based
compensation.
|
|
-
|
Exclusion of the amortisation of intangible
assets arising from the acquisition of EQT Credit .
|
Further explanation of these items and a full
reconciliation of Alternative Performance Measures ("APMs") is included in the supplementary
information at the end of this interim report.
Reconciliation of pro forma underlying income
statement to condensed consolidated statement of profit or
loss
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
ECP
six months ending 30 June 2024
|
Underlying
six months ended 30 June 2024
(ECP: not included)
|
Exceptionals
and adjusted items
|
IFRS
six months ended 30 June 2024
(ECP: not included)
|
|
Management and other fees
|
211.2
|
55.2
|
156.0
|
3.0
|
153.0
|
|
PRE
|
56.9
|
32.5
|
24.4
|
18.6
|
5.8
|
|
Other operating income
|
0.6
|
-
|
0.6
|
-
|
0.6
|
|
Total operating income
|
268.7
|
87.7
|
181.0
|
21.6
|
159.4
|
|
Personnel expenses
|
(92.2)
|
(23.1)
|
(69.1)
|
5.0
|
(74.1)
|
|
Other operating expenses
|
(31.5)
|
(5.8)
|
(25.7)
|
1.8
|
(27.5)
|
|
Total expenses
|
(123.7)
|
(28.9)
|
(94.8)
|
6.8
|
(101.6)
|
|
EBITDA
|
145.0
|
58.8
|
86.2
|
28.4
|
57.8
|
|
EBITDA margin (%)
|
54.0%
|
67.0%
|
47.6%
|
n/a
|
36.3%
|
|
FRE
|
88.1
|
26.3
|
61.8
|
9.8
|
52.0
|
|
FRE margin (%)
|
41.6%
|
47.6%
|
39.5%
|
n/a
|
33.9%
|
|
Depreciation and amortisation
|
(9.2)
|
(1.9)
|
(7.3)
|
1.5
|
(8.8)
|
|
Net finance and other
(expense)/income
|
(6.0)
|
(5.8)
|
(0.2)
|
-
|
(0.2)
|
|
Profit before tax
|
129.8
|
51.1
|
78.7
|
29.9
|
48.8
|
|
Tax
|
(15.9)
|
(10.2)
|
(5.7)
|
-
|
(5.7)
|
|
Profit after tax
|
113.9
|
40.9
|
73.0
|
29.9
|
43.1
|
Underlying total operating income
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Underlying management fees
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
|
PRE
|
56.9
|
24.4
|
12.7
|
348.0%
|
92.1%
|
|
Other operating income
|
0.6
|
0.6
|
0.5
|
20.0%
|
20.0%
|
|
Underlying total operating income
|
268.7
|
181.0
|
137.8
|
95.0%
|
31.3%
|
Underlying total operating income increased by
£43.2 million to £181.0 million, primarily due to higher management
fees which increased by £31.4 million to £156.0 million, an
increase of 25.2%.
Pro forma underlying total operating income,
including ECP, would have been £268.7 million for the six months
ended 30 June 2024 due to higher management fees and increased PRE.
Pro forma underlying management fees of £211.2 million are
attributable to the reporting segments set out below.
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Private equity
|
124.5
|
124.5
|
95.8
|
30.0%
|
30.0%
|
|
Infrastructure
|
55.2
|
-
|
-
|
n/a
|
n/a
|
|
Credit
|
29.9
|
29.9
|
27.0
|
10.7%
|
10.7%
|
|
Central
|
1.6
|
1.6
|
1.8
|
(11.1)%
|
(11.1)%
|
|
Underlying management fees
|
211.2
|
156.0
|
124.6
|
69.5%
|
25.2%
|
Underlying management fees, excluding the pro
forma impact of ECP, increased by £31.4 million to £156.0 million,
reflecting the final commitments to BE VII and the growth of fee
paying AUM in our credit business. These increases are partially
offset by declining fees on older funds which are in their
divestment phase, where fees are based upon the remaining invested
capital and reduce when investments are realised.
Pro forma underlying management fees of £211.2
million include ECP and the uplift for final commitments in BE VII
and related catch-up fees. In total, £30.4 million of catch-up fees
relate to BE VII (£22.2 million) and ECP V (£8.2 million) (30 June
2023: BE VII, £2.6 million) are included within the numbers
presented above.
PRE of £24.4 million, which relates to income
from the Group's co-investment in funds and share of carried
interest excluding ECP, represents an increase of 92.1%, which is
driven by the performance of the BDC III portfolio in particular,
from improving economic conditions and price discovery on certain
assets ahead of planned exits.
ECP would have contributed £32.5 million of PRE
to a combined pro forma PRE of £56.9 million, which represents
valuation progression in the ECP IV and Calpine continuation fund
vehicles.
Operating expenses
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change pro forma H1 24 vs.
H1 23 (%)
|
Change H1 24 vs.
H1 23 (%)
|
|
Personnel expenses (excluding exceptional
expenses and adjusted items)
|
(92.2)
|
(69.1)
|
(61.0)
|
51.1%
|
13.3%
|
|
Other operating expenses (excluding
exceptional expenses)
|
(31.5)
|
(25.7)
|
(21.2)
|
48.6%
|
21.2%
|
|
Total expenses (excluding exceptional
expenses
and adjusted items)
|
(123.7)
|
(94.8)
|
(82.2)
|
50.5%
|
15.3%
|
|
Certain share scheme expenses
|
(3.8)
|
(3.8)
|
-
|
n/a
|
n/a
|
|
Exceptional expenses, consisting of
|
|
|
|
|
|
|
Personnel expense
|
(1.2)
|
(1.2)
|
(0.3)
|
300.0%
|
300.0%
|
|
Other operating expenses
|
(1.8)
|
(1.8)
|
(1.0)
|
80.0%
|
80.0%
|
|
Total expenses
|
(130.5)
|
(101.6)
|
(83.5)
|
56.3%
|
21.7%
|
Personnel expenses (excluding exceptional
expenses and adjusted items) of £69.1 million excluding the pro
forma impact of ECP increased by 13.3%, which reflected the impact
of higher FTEs and also an increased bonus expense to take into
account the expectation of an increased number of portfolio exits
during the year. Personnel expenses (excluding exceptional expenses
and adjusted items) as a percentage of underlying total operating
income was 38.2% for the six months ended 30 June 2024, compared to
44.3% for the six months ended 30 June 2023. The improvement in the
ratio in 2024 was primarily due to an increase in underlying total
operating income.
Pro forma personnel expenses (excluding
exceptional expenses and adjusted items) of £92.2 million include
the impact of ECP (£23.1 million).
In the six months ended 30 June 2024, total
personnel costs included £3.8 million of share-based payments
(2023: nil) that are excluded from underlying metrics for the
reasons explained in the supplementary information at the end of
this interim report.
Other operating expenses (excluding exceptional
expenses) of £25.7 million, excluding the pro forma impact of ECP,
increased by £4.5 million, primarily reflecting costs associated
with the completion of fundraising for BE VII. Other operating
expenses (excluding exceptional expenses) as a percentage of
underlying total operating income was 14.2% for the six months
ended 30 June 2024, compared to 15.4% for the prior comparative
period.
Pro forma other operating expenses (excluding
exceptional expenses) of £31.5 million include the impact of ECP
(£5.8 million).
In the six months ended 30 June 2024,
exceptional expenses within EBITDA predominantly relate to
transaction costs incurred in connection with the acquisition of
ECP and other potential acquisitions. In the six months ended 30
June 2023, exceptional expenses included costs related to the
acquisition of the EQT Credit business and other potential
acquisitions.
Depreciation and amortisation
expense
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Depreciation
|
(8.7)
|
(6.8)
|
(7.1)
|
22.5%
|
(4.2)%
|
|
Amortisation of other intangibles
|
(0.5)
|
(0.5)
|
-
|
n/a
|
n/a
|
|
Total depreciation and amortisation expense
(excluding amortisation of intangibles relating
to acquisitions)
|
(9.2)
|
(7.3)
|
(7.1)
|
29.6%
|
2.8%
|
|
Amortisation of intangibles relating to
the acquisitions
|
(1.5)
|
(1.5)
|
(1.5)
|
-
|
-
|
|
Total depreciation and amortisation
expense
|
(10.7)
|
(8.8)
|
(8.6)
|
24.4%
|
2.3%
|
Excluding the impact of ECP and amortisation of
intangibles relating to acquisitions, the depreciation and
amortisation expense increased only marginally, from £7.1 million
to £7.3 million. The pro forma impact of ECP would be to increase
the expense by £1.9 million to £9.2 million.
The amortisation of intangibles includes the
amortisation of fund customer relationships capitalised following
the acquisition of the EQT Credit business. Amortisation relating
to acquisition related acquired intangible assets has been excluded
from the underlying profitability measures in order to enable a
clearer analysis of the business's performance. An amortisation
expense for intangibles capitalised in relation to the ECP
transaction will also be recognised from the point of
completion.
Finance and other income or expenses
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Net finance and other (expense)/income,
excluding exceptional and excluded items
|
(6.0)
|
(0.2)
|
1.5
|
(500.0)%
|
(113.3)%
|
|
Exceptional other income
|
-
|
-
|
5.9
|
(100.0)%
|
(100.0)%
|
|
Net finance and other (expense)/income,
including exceptional and excluded items
|
(6.0)
|
(0.2)
|
7.4
|
(181.1)%
|
(102.7)%
|
Finance and other income or expenses include
interest income from cash deposits and interest cost on borrowings,
lease liabilities and finance expense or income on amounts payable
to or receivable from related party investors, along with
non-operating foreign exchange gains and losses.
Net finance and other expenses, excluding
exceptional and excluded items and the pro forma impact of ECP are
an expense of £0.2 million, reflecting increased financing
costs.
Pro forma net finance and other expenses of
£6.0 million, excluding exceptional and excluded items, include the
cost of borrowings incurred by ECP on the $225 million of US
private placement notes that will transfer as part of the
acquisition.
Net finance and other expenses will increase
for the costs of the incremental US private placement financing
undertaken by the Group, which will be issued following the
completion of the ECP transaction, and interest income no longer
earned on cash balances.
If the ECP transaction had completed on 1
January 2024 and the Group's new US private placement financing was
in place from the same date, the Group would have had $575 million
of pro forma debt. Net finance costs for the first six months of
2024, which also includes costs associated with office leases,
would have been approximately £16.0 million, which would assume
approximately £2.8 million of interest earned on deposits would not
have been earned.
The exceptional other income in the six month
period to 30 June 2023 of £5.9 million relates to the
re-measurement of the deferred contingent consideration payable to
EQT AB in relation to the acquisition of EQT Credit. The deferred
consideration was settled in 2023 for a final amount of £9.4
million.
Profit before tax
|
£ million
|
Pro forma
six months ended 30 June 2024
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Underlying profit before tax
|
129.8
|
78.7
|
50.0
|
159.6%
|
57.4%
|
|
Exceptional expenses
|
(3.0)
|
(3.0)
|
(1.3)
|
130.8%
|
130.8%
|
|
Exceptional net finance and other
income
|
-
|
-
|
5.9
|
(100.0)%
|
(100.0)%
|
|
PRE adjustments
|
(21.6)
|
(21.6)
|
-
|
n/a
|
n/a
|
|
Certain share scheme expenses
|
(3.8)
|
(3.8)
|
-
|
n/a
|
n/a
|
|
Amortisation of acquisition related intangible
assets
|
(1.5)
|
(1.5)
|
(1.5)
|
-
|
-
|
|
Profit before tax
|
99.9
|
48.8
|
53.1
|
88.1%
|
(8.1)%
|
|
Underlying profit before tax margin
|
48.3%
|
43.5%
|
36.3%
|
12.0ppt
|
7.2ppt
|
Underlying profit before tax, excluding the pro
forma impact of ECP, was £78.7 million in the six months period to
30 June 2024, an increase of 57.4% reflecting the increase in
EBITDA. The margin was 43.5% for the same period.
Pro forma underlying profit before tax of
£129.8 million includes the impact of ECP (£51.1 million), and had
a margin of 48.3%.
Profit before tax, excluding the pro forma
impact of ECP, decreased to £48.8 million from £53.1 million in the
six month period ended 2024 compared to the same period in
2023.
|
£ million
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Tax
|
(5.7)
|
(4.9)
|
16.3%
|
The tax charge, which excludes the pro forma
impact of ECP, increased from £4.9 million for the six months ended
30 June 2023 to £5.7 million for the six months ended 30 June
2024.
The effective tax rate of 11.7% for the Group
compares to 9.2% for the six months ended 30 June 2023. This is due
to an increase in deferred tax liabilities on management fee
income.
As previously guided, the effective tax rate on
underlying profits following the ECP transaction is expected to be
around 15%, although there will be some volatility year-to-year
depending on the nature and timing of the taxable
income.
Profit after tax
|
£ million
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Profit after tax
|
43.1
|
48.2
|
(10.6)%
|
Profit after tax decreased by 10.6% from £48.2
million in the first six months of 2023 to £43.1 million in 2024,
reflecting a lower profit before tax and the higher tax charge for
the period.
Earnings per share and dividend per
share
|
£ pence
|
Pro forma
six months ended 30 June 2024*
(ECP: 6 months)
|
Six months ended 30 June 2024
(ECP: not included)
|
Six months ended 30 June 2023
(ECP: not included)
|
Change
pro forma H1 24 vs.
H1 23 (%)
|
Change
H1 24 vs.
H1 23 (%)
|
|
Basic and diluted earnings per share
|
8.1
|
5.4
|
5.9
|
37.3%
|
(8.5)%
|
|
Basic and diluted underlying earnings per
share
|
11.0
|
9.2
|
5.6
|
96.4%
|
64.3%
|
|
Interim dividend per share
|
4.6
|
4.6
|
4.4
|
4.5%
|
4.5%
|
|
*
|
Pro-forma underlying EPS is only presented on diluted
basis.
|
Basic and diluted underlying earnings per
share, excluding the pro forma impact of ECP, grew by 3.6 pence per
share, reflecting the increased profitability of the Bridgepoint
business. Basic and diluted pro forma underlying earnings per
share, which includes the dilutive impact of shares that will be
issued to the ECP vendors and employees, would have been 11.0 pence
per share, an increase of 5.4 pence, reflecting the accretive
impact of the ECP transaction.
For the year ended 31 December 2023, the
Directors proposed a final dividend of 4.4 pence per share. The
cost of the dividend was £35.0 million. The Directors have
announced an interim dividend of 4.6 pence per share in respect of
the first half of 2024, to be paid in October 2024. This will have
an estimated cost of £36.5 million based on the number of shares in
issue at 30 June 2024, but the actual cost will depend upon the
number of shares in issue when the dividend is paid.
Consolidated balance sheet
|
Summarised consolidated statement of financial
position (IFRS basis)
£ million
|
As at
30 June 2024
|
As at
31 December 2023
|
Change
(%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
685.6
|
582.2
|
17.8%
|
|
Current assets
|
2,100.1
|
1,795.5
|
17.0%
|
|
Total Assets
|
2,785.7
|
2,377.7
|
17.2%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
1,640.9
|
1,318.8
|
24.4%
|
|
Current liabilities
|
421.8
|
337.7
|
24.9%
|
|
Total Liabilities
|
2,062.7
|
1,656.5
|
24.5%
|
|
Net Assets
|
723.0
|
721.2
|
0.2%
|
|
Equity
|
|
|
|
|
Share capital and premium
|
289.9
|
289.9
|
0.0%
|
|
Other reserves
|
12.6
|
12.6
|
0.0%
|
|
Retained earnings
|
420.5
|
418.7
|
0.4%
|
|
Total Equity
|
723.0
|
721.2
|
0.2%
|
Net assets principally comprise cash, fair
value of investments and carried interest receivable from private
equity and credit funds, as well as goodwill arising from the
acquisition of the EQT Credit business.
Non-current assets increased by 17.8% from
£582.2 million at 31 December 2023 to £685.6 million at 30 June
2024 and current assets increased by 17.0% from £1,795.5 million at
31 December 2023 to £2,100.1 million at 30 June 2024, primarily due
to the build-up of the CLO 6 portfolio following its launch and the
warehousing of assets for CLO 7. The balance sheet includes the
full consolidation of the assets and liabilities of CLOs 1, 3, 4,
5, 6 and 7, which are required to be presented gross on the balance
sheet under IFRS.
At 30 June 2024, the Group had cash of £123.9
million (excluding cash belonging to the consolidated
CLOs).
Total liabilities increased by 24.5% from
£1,656.5 million at 31 December 2023 to £2,062.7 million at 30 June
2024. Non-current liabilities increased from £1,318.8 million at 31
December 2023 to £1,640.9 million at 30 June 2024, primarily due to
an increased level of liabilities owed by consolidated CLOs.
Current liabilities increased by 24.9% from £337.7 million at 31
December 2023 to £421.8 million at 30 June 2024 almost wholly due
to the consolidation of additional CLOs.
The change in total equity reflects the profit
for the six month period ended 30 June 2024, offset by dividends
paid and the cost of the share buyback programme. Total equity was
£723.0 million at 30 June 2024, up from £721.2 million at 31
December 2023.
The consolidation of certain CLOs could distort
how a reader of the financial statements interprets the balance
sheet of the Group. The Group's maximum exposure to loss associated
with its interest in the CLOs is limited to its investment in the
relevant CLOs which at 30 June 2024 was £104.9 million (31 December
2023: £96.3 million).
In addition, a summarised condensed
consolidated balance sheet excluding third-party CLO assets and
liabilities is included below.
|
Summarised condensed consolidated statement of
financial position (excluding third party CLO assets and
liabilities)*
£ million
|
As at
30 June 2024
|
As at
31 December 2023
|
Change
(%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
775.4
|
663.3
|
16.9%
|
|
Current assets
|
277.6
|
370.7
|
(25.1)%
|
|
Total Assets (excluding third-party CLO
assets)
|
1,053.0
|
1,034.0
|
1.8%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
178.3
|
166.8
|
6.9%
|
|
Current liabilities
|
151.7
|
146.0
|
3.9%
|
|
Total Liabilities (excluding third-party CLO
liabilities)
|
330.0
|
312.8
|
5.5%
|
|
Net Assets (excluding third-party CLO assets
and liabilities)
|
723.0
|
721.2
|
0.2%
|
|
*
|
A
full condensed consolidated cash flow statement excluding
third-party CLO assets and liabilities is included in the
supplementary information at the end of this interim
report.
|
Total financial debt and net cash
position
|
£ million
|
As at
30 June 2024
|
As at
31 December 2023
|
Change
(%)
|
|
Bank borrowings
|
-
|
-
|
n/a
|
|
Cash and cash equivalents (excluding CLO
cash)
|
123.9
|
238.8
|
(48.1)%
|
|
Net cash (excluding consolidated CLO
cash)
|
123.9
|
238.8
|
(48.1)%
|
At 30 June 2024, the Group had cash of £123.9
million (excluding cash belonging to consolidated CLOs).
Following the completion of the ECP
transaction, the Group plans to issue the $430 million of US
private placement notes priced in March, which will be partly used
to repay a portion of the existing $225 million of ECP notes which
are included in the acquisition perimeter.
The new notes will be structured in four
tranches with maturities of 3, 5, 7 and 10 years and an average
coupon of 6.17 per cent.
On a pro forma basis following the ECP
transaction, the Group expects to have in the region of $575
million of drawn borrowings and a £250 million undrawn revolving
credit facility once the ECP transaction has completed.
Consolidated cash flows
|
Summarised consolidated cash flow statement
(IFRS basis)
£ million
|
Six months ended 30 June 2024
|
(Restated)
Six months ended 30 June 2023
|
Change
(%)
|
|
Net cash flows from operating
activities
|
8.5
|
22.1
|
(61.5)%
|
|
Net cash flows from investing
activities
|
(319.2)
|
(65.5)
|
387.3%
|
|
Net cash flows from financing
activities
|
208.0
|
113.5
|
83.3%
|
|
Net (decrease)/increase in cash and cash
equivalents
|
(102.7)
|
70.1
|
(246.5)%
|
|
Total cash and cash equivalents at beginning of
the period
|
314.8
|
220.6
|
42.7%
|
|
Effect of exchange rate changes
|
(0.6)
|
(1.6)
|
(62.5)%
|
|
Total cash and cash equivalents at the end of
the period
|
211.5
|
289.1
|
(26.8)%
|
|
of which: cash and cash equivalents at the end
of the period (for use within the Group)
|
123.9
|
258.4
|
(52.1)%
|
|
of which: CLO cash (restricted for use within
relevant CLO)
|
87.6
|
30.7
|
185.3%
|
|
Total cash and cash equivalents at the end of
the period
|
211.5
|
289.1
|
(26.8)%
|
Net cash inflow from operating activities for
the six months ended 30 June 2024 was £8.5 million. Net cash flows
from operating activities are lower than FRE for the first six
months of 2024 in line with the normal working capital cycle of
business, with annual bonuses paid in the first half of the year
that are accrued throughout the full year. This is expected to
unwind during the second half of the year.
Net cash flow from investing activities include
proceeds from carried interest and investment income, which is
driven by the timing of investments, and receipts of divestments,
by the underlying Bridgepoint funds. Net cash flow from investing
activities for the six months ended 30 June 2024 was a £319.2
million outflow; this includes investments of £245.9 million
relating to the impact of the launch of CLO 6 and the warehousing
of CLO 7, which are both consolidated.
Net cash flow from financing activities
includes cash drawn from and repaid to consolidated CLO investors,
dividend payments to shareholders and other transactions with
shareholders. For the six months ended 30 June 2024 net cash flow
from financing activities totalled £208.0 million, which primarily
related to the net inflow of CLO cash from investors in CLO 6 and 7
(which are consolidated) of £253.5 million, offset by dividends
paid to shareholders of £35.0 million and payments to acquire
shares as part of the share buyback programme which totalled £7.2
million for the six months ended 30 June 2024.
In addition to £123.9 million of its own cash
at 30 June 2024, the Group had £87.6 million recorded on the
balance sheet as consolidated CLO cash which was held by the
consolidated CLO vehicles, legally ringfenced and not available for
use by the Group.
The consolidated cash flow statement includes
the gross cash inflows and outflows for the period in respect of
the consolidated CLOs, and cash held at 30 June 2024 for those CLOs
which is required to be consolidated. This could distort how a
reader of the financial statements interprets the cash flows of the
Group, therefore a cash flow statement without the consolidated CLO
vehicles is presented below.
|
Summarised consolidated cash flow statement
(excluding cash flows relating to consolidated CLOs)
£ million
|
Six months ended 30 June 2024
|
(Restated)
Six months ended 30 June 2023
|
Change
(%)
|
|
Net cash flows from operating activities
(excluding consolidated CLOs)
|
5.5
|
22.1
|
(75.1)%
|
|
Net cash flows from investing activities
(excluding consolidated CLOs)
|
(76.0)
|
107.7
|
(170.6)%
|
|
Net cash flows from financing activities
(excluding consolidated CLOs)
|
(45.5)
|
(66.8)
|
(31.9)%
|
|
Net (decrease)/increase in cash and cash
equivalents (excluding consolidated CLOs)
|
(116.0)
|
63.0
|
(284.1)%
|
|
Cash and cash equivalents at beginning of the
period (excluding consolidated CLOs)
|
238.8
|
196.0
|
21.8%
|
|
Effect of exchange rate changes on cash and
cash equivalents (excluding consolidated CLOs)
|
1.1
|
(0.6)
|
(283.3)%
|
|
Net cash at the end of the period (excluding
consolidated CLOs)
|
123.9
|
258.4
|
(52.1)%
|
A full condensed consolidated cash flow
statement excluding third-party CLO assets and liabilities is
included in the supplementary information at the end of this
interim report.
Required disclosures
Principal risks
The Group believes that risk management is a
fundamental part of robust corporate governance and our ongoing
success.
Details of the Group's approach to risk
management and its key risks are set out within pages 68 to 73 of
the 2023 Annual Report, which is available in the shareholder
section of the Bridgepoint Group plc website:
bridgepoint.eu
The key risk areas within the 2023 Annual
Report were fundraising challenges, law and regulation, changes in
macroeconomic environment, fund underperformance, decreased pace or
size of investments made by Bridgepoint funds, personnel and key
people, information technology and cyber security, and third-party
service providers. The directors do not consider there to have been
any material changes to the key risks since the 2023 Annual Report
was published.
The key risks and uncertainties to which the
Group will be exposed in the second half of 2024 are expected to be
substantially the same as those described in the 2023
Annual Report.
Directors
The directors of Bridgepoint Group plc at 19
July 2024 are:
|
-
|
Adam Jones
|
|
-
|
Angeles Garcia-Poveda
|
|
-
|
Archie Norman
|
|
-
|
Carolyn McCall
|
|
-
|
Cyrus Taraporevala
|
|
-
|
Raoul Hughes
|
|
-
|
Tim Score
|
Statement of directors'
responsibilities
The directors confirm that, to the best of
their knowledge, the interim condensed consolidated financial
statements have been prepared in accordance with UK-adopted
International Accounting Standard 34 "Interim Financial Reporting"
and that the interim report herein includes a fair review of the
information required by Financial Conduct Authority's Disclosure
Guidance and Transparency Rule 4.2.7 and 4.2.8, namely:
|
-
|
an indication of important events that have
occurred during the first six months of the financial year and
their impact on the interim condensed consolidated financial
statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
|
|
-
|
material related party transactions that have
taken place in the first six months of the current financial year
and any material changes in the related party transactions
described in the last Annual Report.
|
On behalf of the Board
Adam Jones
Group Chief Financial Officer
19 July 2024
Independent review report to Bridgepoint Group
plc
Conclusion
We have been engaged by Bridgepoint Group plc
(the "Company") to review
the financial information for the six months ended 30 June 2024
which comprises the Condensed Consolidated Statement of Profit or
Loss, the Condensed Consolidated Statement of Comprehensive Income,
the Condensed Consolidated Statement of Financial Position, the
Condensed Consolidated Statement of Changes in Equity, the
Condensed Consolidated Statement of Cash Flows and related notes 1
to 14.
We have read the other information contained in
the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial
information .
Based on our review, nothing has come to our
attention that causes us to believe that the condensed set of
consolidated financial statements in the interim report for the six
months ended 30 June 2024 is not prepared, in all material
respects, in accordance with UK-adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with
International Standard on Review Engagements (UK) 2410 (Revised),
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued for use in the United
Kingdom. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial
statements are prepared in accordance with UK-adopted International
Accounting Standards. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with UK-adopted International Accounting Standard 34,
"Interim Financial Reporting".
Conclusions relating to Going
Concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Basis of Conclusion section of this report, nothing has come to our
attention to suggest that management have inappropriately adopted
the going concern basis of accounting or that management have
identified material uncertainties relating to going concern that
are not appropriately disclosed.
This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410 (Revised),
however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of directors
The interim report, including the financial
information contained therein, is the responsibility of, and has
been approved by, the directors. The directors are responsible for
preparing the interim report in accordance with UK-adopted
International Accounting Standard 34 and the Disclosure Guidance
and Transparency Rules of the United Kingdom's Financial Conduct
Authority, which requires that the interim report must be prepared
and presented in a form consistent with that which will be adopted
in the Company's annual accounts having regard to the accounting
standards applicable to such annual accounts.
In preparing the interim report, the directors
are responsible for assessing 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 Company or to
cease operations, or have no realistic alternative but to do
so.
Our responsibilities for the review of the
financial information
In reviewing the interim report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statement in the half-yearly financial
report. Our conclusion, including our Conclusions Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of the review report
This report is made solely to the Company in
accordance with International Standard on Review Engagements (UK)
2410 issued by the Financial Reporting Council and our Engagement
Letter dated 11 July 2024. Our work has been undertaken so that we
might state to the Company those matters we are required to state
to it in an independent review report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our review
work, for this report, or for the conclusions we have
formed.
Forvis Mazars LLP
Chartered Accountants
30 Old Bailey, London, EC4M 7AU
19 July 2024
Notes:
|
1.
|
The maintenance and integrity of the Bridgepoint Group plc web
site is the responsibility of the directors; the work carried out
by us does not involve consideration of these matters and,
accordingly, we accept no responsibility for any changes that may
have occurred to the interim report since it was initially
presented on the web site.
|
|
2.
|
Legislation in the United Kingdom governing the preparation
and dissemination of financial information may differ from
legislation in other jurisdictions.
|
Condensed Consolidated Statement
of Profit or Loss
for the six months 30 June
|
|
Note
|
2024
£m
|
2023
£m
|
|
Management and other fees
|
|
153.0
|
124.6
|
|
Carried interest
|
|
16.9
|
6.4
|
|
Fair value remeasurement of
investments
|
|
(11.1)
|
6.3
|
|
Other operating income
|
|
0.6
|
0.5
|
|
Total operating income
|
|
159.4
|
137.8
|
|
Personnel expenses
|
3
|
(74.1)
|
(61.3)
|
|
Other operating expenses
|
3
|
(27.5)
|
(22.2)
|
|
EBITDA*
|
|
57.8
|
54.3
|
|
Depreciation and amortisation
expense
|
5
|
(8.8)
|
(8.6)
|
|
Finance and other income
|
6
|
5.8
|
10.9
|
|
Finance and other expenses
|
6
|
(6.0)
|
(3.5)
|
|
Profit before tax*
|
|
48.8
|
53.1
|
|
Tax
|
7
|
(5.7)
|
(4.9)
|
|
Profit after tax
|
|
43.1
|
48.2
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the parent
|
|
43.1
|
48.2
|
|
|
|
|
|
|
|
|
£
|
£
|
|
Basic and diluted earnings per share
|
8
|
0.05
|
0.06
|
|
*
|
Exceptional expenses of £3.0m (2023: £1.3m) are included in
EBITDA. Profit before tax includes exceptional expenses of £3.0m
(2023: £1.3m) and nil exceptional income (2023: £5.9m). Details of
exceptional items are included in note 4. An Underlying Condensed
Consolidated Statement of Profit or Loss is presented in the
supplementary information at the end of this interim
report.
|
The notes to the accounts form an integral part
of these interim financial statements.
Condensed Consolidated Statement of
Comprehensive Income
for the period ended 30 June
|
|
Note
|
2024
£m
|
2023
£m
|
|
Profit after tax
|
|
43.1
|
48.2
|
|
Items that may be reclassified to the statement
of profit or loss in subsequent periods:
|
|
|
|
|
Exchange differences on translation of foreign
operations
|
|
(6.6)
|
(8.7)
|
|
Change in the fair value of hedging
instruments
|
|
10.0
|
8.8
|
|
Change in the time value of foreign exchange
options
|
|
(3.9)
|
-
|
|
Reclassifications to the Consolidated Statement
of Profit or Loss
|
|
0.1
|
2.2
|
|
Total tax on components of other comprehensive
income
|
|
(2.3)
|
(2.5)
|
|
Other comprehensive income/(loss) net of
tax
|
|
(2.7)
|
(0.2)
|
|
Total comprehensive income net of
tax
|
|
40.4
|
48.0
|
|
|
|
|
|
|
Total comprehensive income attributable
to:
|
|
|
|
|
Equity holders of the parent
|
|
40.4
|
48.0
|
The notes to the accounts form an integral part
of these interim financial statements.
Condensed Consolidated Statement of Financial
Position
|
|
Note
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
69.0
|
73.7
|
|
Goodwill and intangible assets
|
|
115.6
|
116.6
|
|
Carried interest receivable
|
9
|
70.7
|
67.3
|
|
Fair value of fund investments
|
10 (a)
|
408.6
|
301.4
|
|
Trade and other receivables
|
10 (a)
|
21.7
|
23.2
|
|
Total non-current assets
|
|
685.6
|
582.2
|
|
Current assets
|
|
|
|
|
Consolidated CLO assets*
|
10 (a)
|
1,734.9
|
1,348.8
|
|
Trade and other receivables
|
10 (a)
|
139.4
|
118.2
|
|
Derivative financial assets
|
10 (a)
|
14.3
|
6.2
|
|
Other investments
|
10 (a)
|
-
|
7.5
|
|
Cash and cash equivalents
|
10 (a)
|
123.9
|
238.8
|
|
Consolidated CLO cash*
|
10 (a)
|
87.6
|
76.0
|
|
Total current assets
|
|
2,100.1
|
1,795.5
|
|
Total assets
|
|
2,785.7
|
2,377.7
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Trade and other payables
|
10 (b)
|
14.0
|
13.1
|
|
Other financial liabilities
|
10 (b)
|
63.0
|
50.1
|
|
Fair value of consolidated CLO
liabilities*
|
10 (b)
|
1,462.6
|
1,152.0
|
|
Lease liabilities
|
10 (b)
|
65.0
|
69.7
|
|
Deferred tax liabilities
|
|
36.3
|
33.9
|
|
Total non-current liabilities
|
|
1,640.9
|
1,318.8
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
10 (b)
|
137.1
|
132.5
|
|
Lease liabilities
|
10 (b)
|
12.0
|
11.9
|
|
Derivative financial liabilities
|
10 (b)
|
2.6
|
1.6
|
|
Consolidated CLO liabilities*
|
10 (b)
|
15.6
|
14.9
|
|
Consolidated CLO purchases awaiting
settlement*
|
10 (b)
|
254.5
|
176.8
|
|
Total current liabilities
|
|
421.8
|
337.7
|
|
Total liabilities
|
|
2,062.7
|
1,656.5
|
|
Net assets
|
|
723.0
|
721.2
|
|
Equity
|
|
|
|
|
Share capital
|
13 (a)
|
0.1
|
0.1
|
|
Share premium
|
|
289.8
|
289.8
|
|
Retained earnings
|
|
420.5
|
418.7
|
|
Other reserves**
|
13 (c)
|
12.6
|
12.6
|
|
Total equity
|
|
723.0
|
721.2
|
|
*
|
Detail of the Group's interest in consolidated CLOs are
included in note 10. The equity holders' exposure in the
consolidated CLOs is £89.8m at 30 June 2024 (31 December 2023:
£81.1m). The Group's investment in CLOs which are not consolidated
is £15.1m (31 December 2023: £15.2m) and is included within fair
value of fund investments. A Condensed Consolidated Statement of
Financial Position, excluding consolidated CLOs is presented in the
supplementary information at the end of this interim
report.
|
|
**
|
The Group has changed the presentation of equity to aggregate
other reserves. A breakdown of other reserves is included in note
13 (c).
|
The notes to the accounts form an integral part
of these interim financial statements.
Condensed Consolidated Statement of Changes in
Equity
for the six months ended 30 June
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves*
£ m
|
Retained earnings
£ m
|
Total
equity
£ m
|
|
At 1 January 2024
|
|
0.1
|
289.8
|
12.6
|
418.7
|
721.2
|
|
Profit for the period
|
|
-
|
-
|
-
|
43.1
|
43.1
|
|
Other comprehensive loss
|
|
-
|
-
|
(0.4)
|
(2.3)
|
(2.7)
|
|
Total comprehensive (loss)/income
|
|
-
|
-
|
(0.4)
|
40.8
|
40.4
|
|
Vested share-based payments
|
13 (c)
|
-
|
-
|
(3.2)
|
3.2
|
-
|
|
Share-based payment expenses
|
3
|
-
|
-
|
3.6
|
-
|
3.6
|
|
Share buyback
|
13 (c)
|
-
|
-
|
-
|
(7.2)
|
(7.2)
|
|
Dividends
|
11
|
-
|
-
|
-
|
(35.0)
|
(35.0)
|
|
At 30 June 2024
|
|
0.1
|
289.8
|
12.6
|
420.5
|
723.0
|
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves*
£ m
|
Retained earnings
£ m
|
Total
equity
£ m
|
|
At 1 January 2023
|
|
0.1
|
289.8
|
9.1
|
473.7
|
772.7
|
|
Profit for the period
|
|
-
|
-
|
-
|
48.2
|
48.2
|
|
Other comprehensive income/(loss)
|
|
-
|
-
|
2.3
|
(2.5)
|
(0.2)
|
|
Total comprehensive income
|
|
-
|
-
|
2.3
|
45.7
|
48.0
|
|
Vested share-based payments
|
13 (c)
|
-
|
-
|
(2.8)
|
2.8
|
-
|
|
Share-based payment expenses
|
3
|
-
|
-
|
2.2
|
-
|
2.2
|
|
Share buyback
|
13 (c)
|
-
|
-
|
-
|
(30.7)
|
(30.7)
|
|
Dividends
|
11
|
-
|
-
|
-
|
(32.7)
|
(32.7)
|
|
At 30 June 2023
|
|
0.1
|
289.8
|
10.8
|
458.8
|
759.5
|
|
*
|
The Group has changed the presentation of equity to aggregate
other reserves. A breakdown of other reserves is included in note
13 (c).
|
The notes to the accounts form an integral part
of these interim financial statements.
Condensed Consolidated Statement
of Cash Flows
for the six months ended 30 June
|
|
Note
|
2024
£m
|
(Restated)
2023
£m
|
|
Cash flows from operating activities
|
|
|
|
|
Cash generated from operations
|
12
|
9.9
|
24.6
|
|
Tax paid
|
|
(1.4)
|
(2.5)
|
|
Net cash inflow from operating
activities
|
|
8.5
|
22.1
|
|
Cash flows from investing activities
|
|
|
|
|
Investment in term deposits with original
maturities of more than three months
|
|
-
|
100.0
|
|
Receipts from investments (non-CLO)
|
|
19.0
|
59.2
|
|
Purchase of investments (non-CLO)
|
|
(101.8)
|
(21.3)
|
|
Receipt / (purchase) of other investments
(non-CLO)
|
|
7.5
|
(14.3)
|
|
Interest received (non-CLO)
|
|
3.2
|
1.6
|
|
Receipts from investments (consolidated
CLOs)
|
|
300.9
|
117.5
|
|
Purchase of investments (consolidated
CLOs)
|
|
(546.8)
|
(306.2)
|
|
Payments for property, plant and equipment and
intangible assets
|
|
(1.2)
|
(2.0)
|
|
Net cash outflow from investing
activities
|
|
(319.2)
|
(65.5)
|
|
Cash flows from financing activities
|
|
|
|
|
Dividends paid to shareholders of the
Company
|
11
|
(35.0)
|
(32.7)
|
|
Share buyback
|
13 (c)
|
(7.2)
|
(30.7)
|
|
Drawings from related party investors in
intermediate fund holding entities
|
|
8.9
|
-
|
|
Principal elements of lease payments
|
|
(6.1)
|
(1.0)
|
|
Drawn funding (consolidated CLOs)
|
|
202.1
|
26.1
|
|
Repayment of CLO borrowings (consolidated
CLOs)
|
|
(284.8)
|
(101.7)
|
|
Cash from CLO investors (consolidated
CLOs)
|
|
336.2
|
255.9
|
|
Interest paid (non-CLO)
|
|
(6.1)
|
(2.4)
|
|
Net cash inflow from financing
activities
|
|
208.0
|
113.5
|
|
Net (decrease)/increase in cash and cash
equivalents
|
|
(102.7)
|
70.1
|
|
Total cash and cash equivalents at the
beginning of the period
|
|
314.8
|
220.6
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
(0.6)
|
(1.6)
|
|
Total cash and cash equivalents at the end of
the period
|
|
211.5
|
289.1
|
|
Cash and cash equivalents (for use within the
Group)
|
10 (a)
|
123.9
|
258.4
|
|
Consolidated CLO cash (restricted for use
within respective CLO)
|
10 (a)
|
87.6
|
30.7
|
|
Total cash and cash equivalents at the end of
period
|
|
211.5
|
289.1
|
|
*
|
The Condensed Consolidated Statement of Cash Flows includes
the cash flows of consolidated CLOs. A Condensed Consolidated
Statement of Cash Flows excluding the impact of consolidating CLOs
is included in the supplementary information at the end of this
interim report .
|
The notes to the accounts form an integral part
of these interim financial statements.
Notes to the condensed consolidated
interim financial statements
1 General information and basis of
preparation
General information
Bridgepoint Group plc (the "Company") is a public company limited
by shares, incorporated, domiciled and registered in England and
Wales. The Company's registration number is 11443992 and the
address of its registered office is 5 Marble Arch, London, W1H
7EJ.
The principal activity of the Company and
entities controlled by the Company (collectively, the "Group") is to act as a private equity
and credit fund manager.
Basis of preparation
The condensed consolidated interim financial
statements ("interim financial
statements") for the six months ended 30 June 2024 have been
prepared in accordance with UK-adopted IAS 34 "Interim Financial
Reporting" and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
The interim financial statements should be read
in conjunction with the Annual Report for the year ended 31
December 2023 including the statutory accounts for the year to 31
December 2023 (the "2023 financial
statements"). The Group's accounting policies, areas of
significant judgement and the key sources of estimation uncertainty
are consistent with those applied to the 2023 financial
statements.
The financial information contained within this
half year financial report does not constitute statutory accounts
as defined in Section 434 of the Companies Act 2006. The 2023
financial statements have been reported on by Forvis Mazars LLP and
delivered to the Registrar of Companies. The report of the auditors
was: (i) unqualified; (ii) did not include a reference to any
matters which the auditors drew attention by way of emphasis
without qualifying their report; and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
Financial information dated 30 June 2024 and comparative financial
information dated 30 June 2023 has not been audited, while
comparative financial information dated 31 December 2023 has been
audited as part of the 2023 financial statements unless
noted.
The consolidated financial statements of
Bridgepoint Group plc and entities controlled by the Company
for the year ended 31 December 2023 were prepared in
accordance with UK-adopted International Accounting Standards
("IAS") and the legal
requirements of the Companies Act 2006 and have been prepared under
the historical cost convention, except for financial instruments
measured at fair value and are available on the Group's website:
www.bridgepoint.eu.
The 2024 financial statements will be prepared
in a consistent manner.
Future accounting developments
The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet
effective. The impact of these standards or interpretations on the
Group's financial statements is currently being considered, but is
unlikely to be material.
Change to comparative period financial
information
The following change has been made to the
comparative period presented within these financial
statements:
|
-
|
The Condensed Consolidated Statement of Cash
Flow for the six months ended 30 June 2023 has been restated to
reclassify an inflow of £52.8m in operating activities (cash
generated from operations) into investing activities (receipts from
investments (non-CLO)) as the transaction relates to buying and
selling a long term asset. An outflow of £15.5m has also been
reclassified from investing activities into financing activities.
The restatement does not impact the total cash and cash equivalents
in prior period.
|
Related party transactions
All related party transactions that took place
in the six months ended 30 June 2024 are consistent in nature with
the disclosures in note 26 to the 2023 financial statements. There
have been no material changes to the nature or size of related
party transactions since 31 December 2023.
2 Operating segments
Operating segments are the components of the
Group whose results are regularly reviewed by the Group's chief
operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance.
The Executive Directors are considered to be
the chief operating decision makers of the Group, which is divided
into operating segments based on how key management reviews and
evaluates the operation and performance of the business.
The Group's operations are divided into three
groups, the core business, consisting of the private equity and
private credit fund management and associated central support, and
other. Other includes the Group's procurement consulting business,
PEPCO Services LLP, and costs relating to strategic
projects.
The Group's core operations are divided into
two business segments: private equity and private credit. The
operations of these business segments consist of providing
investment management services to the relevant funds and their
investors. The investment management services comprise
identification and structuring of new investments, the monitoring
of investments and the sale and exit from investments. The two
business segments are supported by the Central support functions
which include investor relations, head office, finance, human
resources, IT and marketing.
Segmental income and profit before tax
analysis
The Executive Directors assess the operating
segments based on the line items below, primarily on operating
income and underlying EBITDA. The EBITDA for each segment, together
with depreciation and amortisation and net finance and other income
or expenses, forms profit before tax. Depreciation, finance and
other income or expenses, exceptional items, certain share scheme
expenses, and PRE adjustments excluded from underlying EBITDA are
not allocated to operating segments and are included in the Group
total. Further details of the adjustments are set out in
Supplementary Information: Alternative performance
measures.
|
Six months ended 30 June 2024
|
Private equity
£ m
|
Private credit
£ m
|
Central
£ m
|
Total Core
£ m
|
Total other
£ m
|
Total Group
£ m
|
|
|
Underlying management fees*
|
124.5
|
29.9
|
1.6
|
156.0
|
-
|
156.0
|
|
|
Carried interest
|
16.9
|
-
|
-
|
16.9
|
-
|
16.9
|
|
|
Fair value remeasurement of investments
(excluding PRE adjustments*)
|
(1.0)
|
8.5
|
-
|
7.5
|
-
|
7.5
|
|
|
Other operating income
|
0.1
|
-
|
0.1
|
0.2
|
0.4
|
0.6
|
|
|
Underlying total operating income*
|
140.5
|
38.4
|
1.7
|
180.6
|
0.4
|
181.0
|
|
|
Personnel expenses
|
(34.7)
|
(11.8)
|
(22.2)
|
(68.7)
|
(0.4)
|
(69.1)
|
|
|
Other operating expenses
|
(11.8)
|
(3.6)
|
(10.3)
|
(25.7)
|
-
|
(25.7)
|
|
|
Underlying EBITDA* (excluding exceptional
expenses and certain share scheme expenses)
|
94.0
|
23.0
|
(30.8)
|
86.2
|
-
|
86.2
|
|
|
Exceptional expenses
|
|
|
|
|
|
(3.0)
|
|
|
Certain excluded share scheme
expenses
|
|
|
|
|
|
(3.8)
|
|
|
PRE adjustments*
|
|
|
|
|
|
(21.6)
|
|
|
EBITDA
|
|
|
|
|
|
57.8
|
|
|
Depreciation and amortisation
|
|
|
|
|
|
(8.8)
|
|
|
Net finance and other income
|
|
|
|
|
|
(0.2)
|
|
|
Profit before tax
|
|
|
|
|
|
48.8
|
|
|
*
|
These are not defined or recognised under IFRS but are used by
the Executive Directors and management to analyse the business and
financial performance. The supplementary information at the end of
this interim report sets out definitions of each of the APMs and
how they can be reconciled back to the condensed consolidated
financial statements.
|
|
|
|
|
|
|
|
|
| |
|
Six months ended 30 June 2023
|
Private equity
£ m
|
Private credit
£ m
|
Central
£ m
|
Total Core
£ m
|
Total other
£ m
|
Total Group
£ m
|
|
Management and other fees
|
95.8
|
27.0
|
1.8
|
124.6
|
-
|
124.6
|
|
Carried interest
|
6.4
|
-
|
-
|
6.4
|
-
|
6.4
|
|
Fair value remeasurement of
investments
|
4.9
|
1.4
|
-
|
6.3
|
-
|
6.3
|
|
Other operating income
|
-
|
-
|
-
|
-
|
0.5
|
0.5
|
|
Total operating income
|
107.1
|
28.4
|
1.8
|
137.3
|
0.5
|
137.8
|
|
Personnel expenses
|
(34.1)
|
(10.7)
|
(15.7)
|
(60.5)
|
(0.5)
|
(61.0)
|
|
Other operating expenses
|
(8.1)
|
(4.1)
|
(8.9)
|
(21.1)
|
(0.1)
|
(21.2)
|
|
Underlying EBITDA (excluding exceptional
expenses and certain share scheme expenses)
|
64.9
|
13.6
|
(22.8)
|
55.7
|
(0.1)
|
55.6
|
|
Exceptional expenses
|
|
|
|
|
|
(1.3)
|
|
Certain excluded share scheme
expenses
|
|
|
|
|
|
-
|
|
EBITDA
|
|
|
|
|
|
54.3
|
|
Depreciation and amortisation
|
|
|
|
|
|
(8.6)
|
|
Net finance and other income
|
|
|
|
|
|
7.4
|
|
Profit before tax
|
|
|
|
|
|
53.1
|
Assets and liabilities analysis
The Group's Condensed Consolidated Statement of
Financial Position is managed as a single unit rather than by
segment. The only distinction for the business segments relates to
the Group's investments in funds, carried interest receivable and
other investments, which can be split between Private Equity
and Private Credit (further split between investments attributable
to the Group and to third party investors).
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Investments:
|
|
|
|
Private Equity
|
363.7
|
260.9
|
|
Private Equity - other investments
|
-
|
7.5
|
|
Private Credit (assets attributable to the
Group)
|
134.7
|
121.6
|
|
Private Credit (CLO assets attributable to
third-party investors)
|
1,645.1
|
1,267.7
|
|
Total investments
|
2,143.5
|
1,657.7
|
|
Carried interest receivable:
|
|
|
|
Private Equity
|
68.2
|
64.7
|
|
Private Credit
|
2.5
|
2.6
|
|
Total carried interest receivable
|
70.7
|
67.3
|
3 Operating expenses
Operating expenses include:
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Wages and bonuses
|
53.7
|
44.9
|
|
Social security
|
10.6
|
8.9
|
|
Pensions
|
1.2
|
1.0
|
|
Share-based payments
|
4.1
|
2.2
|
|
Other employee expenses
|
4.5
|
4.3
|
|
Total personnel expenses
|
74.1
|
61.3
|
|
Other operating expenses
|
27.5
|
22.2
|
|
Total expenses
|
101.6
|
83.5
|
Total personnel expenses include £1.2m (2023:
£0.3m) of exceptional expenses and accordingly are excluded from
the calculation of underlying profitability measures. See note 4
for further details.
a) Share-based payments
The total charge to the Condensed Consolidated
Statement of Profit or Loss for the period was £4.1m (2023: £2.2m)
and this was credited to the share-based
payments reserve in equity for an equity-settled award or
recognised as a liability for
a cash-settled award. £3.8m (2023: nil) of the share
scheme expenses are excluded from underlying metrics for the
reasons explained in the APM definitions in the supplementary
information at the end of this interim report.
b) Other employee expenses
Other employee expenses include insurance,
healthcare, training and recruitment costs.
Management incentive scheme
In April 2021, a subsidiary company,
Bridgepoint Credit Holdings Limited, issued shares to certain
employees of the Group as part of a management incentive
scheme. The scheme has been accounted for as an other long-term
employment benefit under IAS 19 "Employment Benefits" as it is not
linked to the value of the equity of Bridgepoint Credit Holdings
Limited or equity instruments of other Group members, but is
based on the revenue generated by major funds managed by the
Group.
As at 30 June 2024, a £1.2m expense (2023: nil)
and corresponding liability of £13.4m (2023: £12.9m) have been
included in other employee expenses and calculated based upon funds
raised and expected management fees which exceed the targets at
that date.
c) Other operating expenses
Other operating expenses include expenditure on
IT, travel and legal and professional fees.
For the six months period ended 30 June 2024,
exceptional expenses of £1.8m (2023: £1.0m) are included in the
Group's other operating expenses. Further details are provided in
note 4 (b). Assets and liabilities analysis
The Group's Condensed Consolidated Statement of
Financial Position is managed as a single unit rather than by
segment. The only distinction for the business segments relates to
the Group's investments in funds, carried interest receivable and
other investments, which can be split between Private Equity
and Private Credit (further split between investments attributable
to the Group and to third party investors).
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Investments:
|
|
|
|
Private Equity
|
363.7
|
260.9
|
|
Private Equity - other investments
|
-
|
7.5
|
|
Private Credit (assets attributable to the
Group)
|
134.7
|
121.6
|
|
Private Credit (CLO assets attributable to
third-party investors)
|
1,645.1
|
1,267.7
|
|
Total investments
|
2,143.5
|
1,657.7
|
|
Carried interest receivable:
|
|
|
|
Private Equity
|
68.2
|
64.7
|
|
Private Credit
|
2.5
|
2.6
|
|
Total carried interest receivable
|
70.7
|
67.3
|
4 Exceptional items
Exceptional items are material items of income
or expenditure that are not considered to be incurred in the normal
course of business and without separate disclosure could distort an
understanding of the financial statements. Accordingly, exceptional
items are excluded from the calculation of underlying profitability
measures. Exceptional items in the period ended 30 June 2024
principally relate to costs associated with the EQT Credit
acquisition and costs incurred in relation to the acquisition of
Energy Capital Partners Holdings LP and affiliated entities
("ECP"). Exceptional other
income in 2023 relates to the remeasurement of the deferred
consideration payable in relation to the EQT Credit
acquisition.
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Personnel expenses
|
1.2
|
0.3
|
|
Other operating expenses
|
1.8
|
1.0
|
|
Total exceptional expenses within
EBITDA
|
3.0
|
1.3
|
|
Finance and other expenses
|
-
|
-
|
|
Total exceptional expenses
|
3.0
|
1.3
|
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Finance and other income
|
-
|
5.9
|
|
Total exceptional income
|
-
|
5.9
|
a) Exceptional personnel expenses
For the six-month period ended 30 June 2024,
exceptional personnel expenses arose from the management incentive
scheme grants issued to certain employees of the Group in relation
to the EQT Credit acquisition in 2020. Further detail is set out in
note 3 (b).
2023 exceptional personnel expenses related to
deferred transaction related bonuses and associated social security
costs from the EQT Credit acquisition.
These payments payable to the employees in
relation to the EQT Credit transaction are exceptional as they are
one-off grants. The awards incentivise employees to align their
goals with those of the business through being awarded over
multiple periods, hence such expenses will continue to be
recognised until 2025.
b) Exceptional other operating
expenses
For the six-month period ended 30 June 2024,
exceptional other operating expenses include costs incurred in
relation to the acquisition of ECP. Costs include closing fees for
the sponsoring banks on the transaction, post-transaction
integration costs and other professional service fees in respect of
the transaction. Such costs would not have been incurred had no
transaction taken place and therefore have been classified as
exceptional. See note 14 for further details of the ECP
transaction.
The 2023 period exceptional other operating
expenses relate to costs incurred in relation to other potential
acquisitions.
5 Depreciation and amortisation
The following table summarises the depreciation
and amortisation charge during the period.
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Depreciation on property, plant and
equipment
|
6.8
|
7.1
|
|
Amortisation of intangible assets
|
2.0
|
1.5
|
|
Total depreciation and amortisation
expense
|
8.8
|
8.6
|
The amortisation charge of £2.0m includes £1.5m
of amortisation of customer relationship intangible assets arising
from the EQT Credit acquisition and £0.5m of amortisation of
computer software (2023: £1.5m only includes amortisation of the
customer relationship intangible).
The amortisation of intangible assets relating
to the EQT Credit acquisitions is excluded from the calculation of
underlying profitability measures in order to distinguish from
underlying performance.
6 Net finance and other income or
expenses
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Interest income on term deposits
|
4.0
|
4.4
|
|
Finance income on subleases
|
0.4
|
0.3
|
|
Net foreign exchange gains
|
0.7
|
-
|
|
Finance income on amounts receivable from
related party investors
|
0.7
|
0.3
|
|
Other income
|
-
|
5.9
|
|
Total finance and other income
|
5.8
|
10.9
|
|
Non-utilisation fees on borrowing
facilities
|
(1.8)
|
(0.7)
|
|
Interest expense on lease
liabilities
|
(1.7)
|
(2.0)
|
|
Net foreign exchange losses
|
-
|
(0.3)
|
|
Finance expense on amounts payable to related
party investors
|
-
|
(0.1)
|
|
Other expenses
|
(2.5)
|
(0.4)
|
|
Total finance and other expenses
|
(6.0)
|
(3.5)
|
|
Net finance and other
(expenses)/income
|
(0.2)
|
7.4
|
a) Finance income and expenses on amounts
receivable from or payable to related party investors
Finance income and expenses represent amounts
due from or to related party investors in structured entities that
are consolidated by the Group under IFRS 10. The Group recognises a
percentage of residual profits as a financial liability to related
party investors under the relevant limited partnership
agreement.
b) Other expenses
In the six months ended 2024, other expenses of
£2.5m include £1.7m of fees payable to a third-party relating to a
financing transaction and £0.8m from the amortisation of borrowing
facility fees for revolving credit facilities which are being
amortised over a straight-line basis.
Other expenses in 2023 only relates to
borrowing facility fees.
7 Tax expense
Analysis of tax expense reported in the income
statement:
|
Six months ended 30 June
|
2024
£ m
|
2023
£ m
|
|
Current tax
|
1.3
|
1.1
|
|
Deferred tax
|
4.4
|
3.8
|
|
Total tax expense for the period
|
5.7
|
4.9
|
The tax expense for the six months period ended
30 June 2024 is calculated based on a forecast annual effective tax
rate which is applied to profit before tax for the half year. Where
material and practical, a separate estimated average annual
effective tax rate is determined for each taxing jurisdiction and
applied individually to the interim period profit before tax of
each jurisdiction.
8 Earnings per share
|
Six months ended 30 June
|
2024
|
2023
|
|
Earnings
|
|
|
|
Earnings for the purposes of basic and diluted
earnings per share being net profit attributable to equity holders
of the parent (£ m)
|
43.1
|
48.2
|
|
Number of shares
|
|
|
|
Weighted average number of ordinary shares for
purposes of basic and diluted earnings per share (m)
|
793.6
|
816.8
|
|
Effect of dilutive potential ordinary share
conversion (m)
|
3.9
|
n/a
|
|
Number of ordinary shares for the purposes of
diluted earnings per share
|
797.5
|
816.8
|
|
Basic earnings per share (£)
|
0.05
|
0.06
|
|
Diluted earnings per share (£)
|
0.05
|
n/a
|
|
Underlying profit attributable to equity
holders of the Company* (£ m)
|
73.0
|
45.3
|
|
Underlying basic earnings per share*
(£)
|
0.09
|
0.06
|
|
Underlying diluted earnings per share*
(£)
|
0.09
|
n/a
|
|
*
|
These are not defined under IFRS. The supplementary
information at the end of this interim report sets out definitions
of each of the APMs and how they can be reconciled back to the
condensed consolidated financial statements.
|
|
|
|
| |
The underlying profit after tax is calculated
by excluding exceptional items and the amortisation of intangible
assets from within profit after tax.
The number of ordinary shares included in the
calculation of earnings per share excludes shares held by the Group
itself and those shares bought back under the ongoing share buyback
programme. Further detail is included in note 13 (a) and
(b).
9 Carried interest receivable
The carried interest receivable relates to
revenue which has been recognised by the Group relating to its
share of fund profits through its holdings in Carried Interest
Partnerships ("CIPs").
Revenue is only recognised to the extent it is
highly probable that the revenue recognised would not result in
significant revenue reversal of any accumulated revenue recognised
on the completion of a fund. The reversal risk is mitigated through
the application of discounts. If adjustments to the carried
interest receivable recognised in previous periods are required,
they are adjusted through revenue.
The weighted average discount at 30 June 2024
to the notional carried interest due to the Group based on
unrealised fair value of investments in relevant funds is 42% (31
December 2023: 51%) resulting in a carried interest receivable of
£70.7m (31 December 2023: £67.3m). If the average discount was to
increase by 10% this would reduce carried interest income by
£11.8m. If the average discount was to decrease by 10% this would
increase carried interest income by £11.8m.
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Opening balance
|
67.3
|
42.0
|
|
Income recognised in the period
|
16.9
|
29.8
|
|
Foreign exchange movements recognised as profit
or loss
|
(0.4)
|
(0.4)
|
|
Foreign exchange movements recognised as other
comprehensive income
|
-
|
(0.1)
|
|
Receipts of carried interest
|
(13.1)
|
(4.0)
|
|
Closing balance
|
70.7
|
67.3
|
10 Financial assets and liabilities
(a) Classification of financial
assets
The following tables analyse the Group's assets
in accordance with the categories of financial instruments as
defined in IFRS 9 "Financial Instruments". Assets which are not
considered as financial assets, for example prepayments and lease
receivables, are also shown in the table in a separate column in
order to reconcile to the face of the Condensed Consolidated
Statement of Financial Position.
|
As at 30 June 2024
|
Fair value through profit or loss
£ m
|
Hedging
derivatives
£ m
|
Financial assets at amortised cost
£ m
|
Assets which are not financial assets
£ m
|
Total
£ m
|
|
Fair value of fund investments
|
408.6
|
-
|
-
|
-
|
408.6
|
|
Consolidated CLO assets
|
1,670.2
|
-
|
64.7
|
-
|
1,734.9
|
|
Trade and other receivables
|
-
|
-
|
145.4
|
15.7
|
161.1
|
|
Derivative financial instruments
|
-
|
14.3
|
-
|
-
|
14.3
|
|
Cash and cash equivalents
|
-
|
-
|
123.9
|
-
|
123.9
|
|
Consolidated CLO cash
|
-
|
-
|
87.6
|
-
|
87.6
|
|
Total
|
2,078.8
|
14.3
|
421.6
|
15.7
|
2,530.4
|
|
As at 31 December 2023
|
Fair value through profit or loss
£ m
|
Hedging
derivatives
£ m
|
Financial assets at amortised cost
£ m
|
Assets which are not financial assets
£ m
|
Total
£ m
|
|
Fair value of fund investments
|
301.4
|
-
|
-
|
-
|
301.4
|
|
Consolidated CLO assets
|
1,313.0
|
-
|
35.8
|
-
|
1,348.8
|
|
Trade and other receivables
|
-
|
-
|
124.4
|
17.0
|
141.4
|
|
Derivative financial instruments
|
-
|
6.2
|
-
|
-
|
6.2
|
|
Other investment
|
-
|
-
|
7.5
|
-
|
7.5
|
|
Cash and cash equivalents
|
-
|
-
|
238.8
|
-
|
238.8
|
|
Consolidated CLO cash
|
-
|
-
|
76.0
|
-
|
76.0
|
|
Total
|
1,614.4
|
6.2
|
482.5
|
17.0
|
2,120.1
|
There are no material differences between the
above amounts for financial assets at amortised cost and their fair
value.
i) Fair value of fund investments
Investments representing the Group's interests
in private equity and credit funds are initially recognised at fair
value and subsequently remeasured at fair value through profit or
loss within operating income.
The investments primarily consist of loans or
commitments made in relation to Bridgepoint Europe VII, VI and V,
Bridgepoint Europe Portfolio IV, Bridgepoint Development Capital IV
and III, Bridgepoint Growth I, Bridgepoint Credit Opportunities IV
fund and CLO 2.
The fund investments are measured at fair value
through profit or loss as the business model of each vehicle is to
manage the assets and to evaluate their performance on a fair value
basis.
ii) Other investments
Other investments include, but are not limited
to, loans made to fund portfolio companies. Other investments (with
the exception of certain other investments designated as fair value
through profit or loss) that are held to collect contractual cash
flows and which contain contractual terms that give rise on
specified dates to cash flows that are solely payments of principal
and interest are measured at amortised cost.
iii) CLO assets
The balance shown includes the gross value of
the assets held by CLO 1, CLO 3, CLO 4, CLO 5, CLO 6 and CLO 7
(2023: CLO 1, CLO 3, CLO 4, CLO 5 and CLO 6), which are
consolidated by the Group, but the Group only holds the right and
liabilities in relation to a small portion of this amount. The CLO
assets are primarily measured at fair value through profit or loss
as the business model of each vehicle is to manage the assets and
to evaluate their performance on a fair value basis.
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Consolidated CLO assets held by the
Group
|
1,822.5
|
1,424.8
|
|
Consolidated CLO assets attributable to
third-party investors
|
(1,732.7)
|
(1,343.7)
|
|
Group's exposure to consolidated CLO
assets
|
89.8
|
81.1
|
iv) Cash and term deposits
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Cash at bank and in hand
|
61.0
|
67.0
|
|
Money market funds
|
62.1
|
170.9
|
|
Term deposits with original maturities of less
than three months
|
0.8
|
0.9
|
|
Total cash and cash equivalents
|
123.9
|
238.8
|
|
Consolidated CLO cash
|
87.6
|
76.0
|
|
Total cash and term deposits
|
211.5
|
314.8
|
Cash and cash equivalents comprise cash in hand
and call deposits, and other short-term highly liquid investments
including term deposits with original maturities of three months or
less and money market funds, which are readily convertible to a
known amount of cash and are subject to an insignificant risk of
changes in value.
Term deposits represent fixed term deposits
placed with banks and financial institutions.
Consolidated CLO cash is cash held by CLO
vehicles consolidated by the Group and is not available for the
Group's operating activities.
There are no material differences between the
carrying amounts and fair values of cash and cash equivalents, term
deposits with original maturities of more than three months and
consolidated CLO cash.
Credit risk exposure on cash and term deposits
is managed in accordance with the Group's Treasury & Risk
Management Policy which provides limits on exposures to any single
financial institution. The Group's surplus cash is held with
financial institutions or money market funds which are rated as
investment grade by third party rating agencies. As at 30 June
2024, 100% of cash and term deposits were held with institutions or
funds that are rated investment grade or above and all relevant
money market funds are AAA rated.
(b) Classification of financial
liabilities
The following tables analyse the Group's
financial liabilities in accordance with the categories of
financial instruments defined in IFRS 9 "Financial Instruments".
Liabilities such as deferred income, long-term employee benefits,
social security and other taxes are excluded as they do not
constitute a financial liability and are shown in the table in a
separate column in order to reconcile to the face of the Condensed
Consolidated Statement of Financial Position.
|
As at 30 June 2024
|
Fair value through profit or loss
£ m
|
Hedging
derivatives
£ m
|
Financial liabilities at amortised cost
£ m
|
Liabilities which are not financial
liabilities
£ m
|
Total
£ m
|
|
Trade and other payables
|
-
|
-
|
79.2
|
71.9
|
151.1
|
|
Other financial liabilities
|
63.0
|
-
|
-
|
-
|
63.0
|
|
Lease liabilities
|
-
|
-
|
77.0
|
-
|
77.0
|
|
Derivative financial instruments
|
-
|
2.6
|
-
|
-
|
2.6
|
|
Consolidated CLO liabilities
|
1,462.6
|
-
|
15.6
|
-
|
1,478.2
|
|
Consolidated CLO purchases awaiting
settlement
|
-
|
-
|
254.5
|
-
|
254.5
|
|
Total
|
1,525.6
|
2.6
|
426.3
|
71.9
|
2,026.4
|
|
As at 31 December 2023
|
Fair value through profit or loss
£ m
|
Hedging
derivatives
£ m
|
Financial liabilities at amortised cost
£ m
|
Liabilities which are not financial
liabilities
£ m
|
Total
£ m
|
|
Trade and other payables
|
-
|
-
|
47.6
|
98.0
|
145.6
|
|
Other financial liabilities
|
50.1
|
-
|
-
|
-
|
50.1
|
|
Lease liabilities
|
-
|
-
|
81.6
|
-
|
81.6
|
|
Derivative financial instruments
|
-
|
1.6
|
-
|
-
|
1.6
|
|
Consolidated CLO liabilities
|
1,152.0
|
-
|
14.9
|
-
|
1,166.9
|
|
Consolidated CLO purchases awaiting
settlement
|
-
|
-
|
176.8
|
-
|
176.8
|
|
Total
|
1,202.1
|
1.6
|
320.9
|
98.0
|
1,622.6
|
Carrying amount of financial liabilities
carried at amortised cost approximates their fair value, and
therefore have not been included in the disclosure within this
section.
i) Borrowing
The Group has a borrowing facility agreement
for £250m for a period of three years and an additional £125m
borrowing facility in connection with the ECP transaction. At 30
June 2024, there were no drawn amounts on these facilities (2023:
nil).
On 7 March 2024, the Group priced $430m of new
US private placement notes (the "USPP"). The proceeds from the new
notes will be used to provide additional resources to deliver the
Group's strategic growth plans. The proceeds will also be used to
refinance any portion of the $225m private placement notes that
will transfer to the Group as part of the ECP transaction perimeter
and might be redeemed. Under a change of control process in these
existing notes, note holders can opt for repayment from completion
of the ECP transaction. The new notes will be structured in four
tranches with maturities of 3, 5, 7 and 10 years and an average
coupon of 6.17 per cent. The receipt of funding for the new notes
is expected during Q3 2024, subject to the completion of the ECP
transaction and customary conditions.
ii) Other financial liabilities
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Liabilities held at fair value through profit
and loss:
|
|
|
|
CLO repurchase agreements
|
28.2
|
28.5
|
|
Amount payable to related party
investors
|
34.8
|
21.6
|
|
Total
|
63.0
|
50.1
|
The Group consolidates a number of limited
partnerships through which some of the Group's investment in funds
is held. The Group's interest only constitutes a portion of the
total and therefore other financial liabilities include the fair
value of the amounts due to external parties, who are related party
investors, under the limited partnership agreement. Due to the
nature of these agreements, being a contractually agreed profit
share to related party investors, the Group recognises the third
parties' interest as a financial liability which is fair valued
through profit and loss at each reporting date.
At 30 June 2024, part of the total payable to
related party investors includes £15.0m (2023: nil) payable to a
third party investor within an SPV, Maple Tree VII LP, which is
consolidated under the requirements of IFRS 10. The Group has
performed a control assessment of the partnership in accordance
with the Group's accounting policies and concluded that the Group
has power and exposure to variable returns in profit sharing. Under
the limited partnership agreement, the third-party investor has the
right to receive a minimum return on drawn commitments, along with
a share of residual profits from the partnership. The amount
payable to related party investors is measured under IFRS 9 at fair
value. Nil finance income or expense from the fair value
remeasurement of the liability is recognised within the profit and
loss account in 2024 (2023: nil).
(c) Fair value measurement
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in
the principal, or in its absence, the most advantageous market to
which the Group has access to at that date. The fair value of a
liability reflects its non-performance risk.
The Group discloses fair values using the
following fair value hierarchy that reflects the significance of
the inputs used in making the measurements:
|
-
|
Level 1: Quoted prices (unadjusted) in active
markets for identical assets or liabilities;
|
|
-
|
Level 2: Inputs other than quoted prices
included within level 1 that are observable for assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
|
|
-
|
Level 3: Inputs for assets or liabilities that
are not based on observable market data (i.e. unobservable
inputs).
|
Investments in funds, which hold portfolios of
private equity and credit assets are valued in line with the
International Private Equity and Venture Capital Valuation
("IPEV") Guidelines using a
variety of methodologies. These investments are classified as level
3 financial assets due to the level of unobservable inputs within
the determination of the valuation of individual assets within each
fund and the lack of an observable price for each investment in a
fund.
The assets of the CLO vehicles, which are fully
consolidated by the Group, are classified as level 2 fair values as
they are priced using independent loan pricing sources. These
sources consolidate broker quotes where depth represents the number
of quotes supporting the price provided.
Further details of the valuation methodologies,
process and governance for investments in funds, investments held
by consolidated CLOs and other financial liabilities are set out
within the notes to the 2023 Annual Report.
Derivatives used for hedging, which are fair
valued, are classified as level 2 fair values as the inputs are
observable.
The following table summarises the valuation of
the Group's financial assets and liabilities by fair value
hierarchy:
|
|
Financial Assets
|
Financial Liabilities
|
|
Financial assets and liabilities at fair value
through profit or loss
|
30 June 2024
£m
|
31 December 2023
£m
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Level 1
|
-
|
-
|
-
|
-
|
|
Level 2
|
1,684.5
|
1,319.2
|
2.6
|
1.6
|
|
Level 3
|
408.6
|
301.4
|
1,525.6
|
1,202.1
|
|
Total
|
2,093.1
|
1,620.6
|
1,528.2
|
1,203.7
|
i) Reconciliation of level 3 fair value
measurements of financial assets
A reconciliation of level 3 fair values for
financial assets which represent the Group's interest in private
equity and credit funds, including the Group's investment in CLOs
which are not consolidated, is set out in the table
below:
|
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Level 3 financial assets at fair value through
profit or loss:
|
|
|
|
Opening balance
|
301.4
|
273.0
|
|
On acquisition
|
-
|
-
|
|
Additions
|
140.3
|
36.3
|
|
Change in fair value
|
(20.5)
|
18.5
|
|
Foreign exchange movements recognised as profit
or loss
|
(1.9)
|
(1.3)
|
|
Foreign exchange movements recognised as other
comprehensive income
|
(4.9)
|
(5.1)
|
|
Disposals
|
(5.8)
|
(20.0)
|
|
Transfer (to)/from level 1 or 2
|
-
|
-
|
|
Closing balance
|
408.6
|
301.4
|
The underlying assets in each fund consist of
portfolios of controlling or minority stakes, typically in private
companies, and investments in their debt. Due to the level of
unobservable inputs within the determination of the valuation of
individual assets within each fund, and no observable price for
each investment, such investments are classified as level 3
financial assets under IFRS 13 "Fair Value Measurement".
A sensitivity analysis of a change in the value
of investments at fair value through profit or loss is set out in
note 10 (d).
ii) Reconciliation of level 3 fair value
measurements of financial liabilities
Financial liabilities classified as level 3
under the fair value hierarchy consist of the deferred contingent
consideration, consolidated CLO liabilities and other financial
liabilities. The valuation of these liabilities is based on
unobservable market data and therefore classified as level
3.
The valuation methodology for valuing the
consolidated CLO liabilities is based upon internal discounted cash
flow models with unobservable market data inputs, such as asset
coupons, constant annual default rates, prepayment rates,
reinvestment rates, recovery rates and discount rates and are
therefore considered level 3 financial liabilities.
|
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Level 3 financial liabilities at fair value
through profit or loss
|
|
|
|
Fair value of consolidated CLO
liabilities
|
1,462.6
|
1,152.0
|
|
Other financial liabilities
|
63.0
|
50.1
|
|
Total
|
1,525.6
|
1,202.1
|
A reconciliation of level 3 fair values for CLO
liabilities at fair value through profit or loss is set out in the
table below.
|
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Movement in CLO liabilities at fair value
through profit or loss which are level 3:
|
|
|
|
Opening balance
|
1,152.0
|
597.5
|
|
On acquisition
|
-
|
-
|
|
Repayment
|
(8.7)
|
(52.6)
|
|
Drawn
|
347.7
|
582.5
|
|
Foreign exchange movements
|
(24.9)
|
(14.0)
|
|
Change in fair value
|
(3.5)
|
38.6
|
|
Transfers (to)/from level 1 or 2
|
-
|
-
|
|
Closing balance
|
1,462.6
|
1,152.0
|
|
|
30 June 2024
£m
|
31 December 2023
£m
|
|
Movement in other financial liabilities at fair
value through profit or loss which
are level 3
|
|
|
|
Opening balance
|
21.6
|
21.4
|
|
On acquisition
|
-
|
-
|
|
Additions
|
14.5
|
1.3
|
|
Change in fair value
|
(0.7)
|
0.5
|
|
Foreign exchange movements
|
(0.6)
|
(0.7)
|
|
Disposals
|
-
|
(0.9)
|
|
Transfers (to)/from level 1 or 2
|
-
|
-
|
|
Closing
|
34.8
|
21.6
|
A reconciliation is not provided for CLO
repurchase agreements on the basis that the movements between 31
December 2023 and 30 June 2024 relate to remeasurement and
revaluation.
A sensitivity analysis of a change in the value
of CLO liabilities at fair value through profit or loss is set out
in note 10 (d).
(d) Valuation inputs and sensitivity
analysis
The number of unique investments represents the
investments that the Group indirectly invests into through its
investments in private equity and credit funds. The table below
sets out information about significant unobservable inputs used at
31 December 2023 in measuring financial instruments categorised as
level 3 in the fair value hierarchy.
|
Description
|
Fair value at 30 June 2024 (£m)
|
|
Fair value at 31 December 2023 (£m)
|
Number
of unique investments
|
Valuation technique
|
Significant unobservable inputs
|
Range
|
|
Sensitivity
|
Effect on fair value at 30 June 2024
(£m)
|
|
Private equity fund investments
|
363.7
|
|
260.9
|
76
|
Market approach
|
Earnings multiple
|
2.8x -20.7x
|
|
+10% earnings multiple
|
45.2
|
|
Revenue multiple
|
4.0x - 9.0x
|
|
-10% earnings multiple
|
(50.3)
|
|
Private credit fund investments
|
29.8
|
|
25.3
|
19
|
Market approach
|
Earnings multiple
|
5.7x - 29.0x
|
|
+10% earnings multiple
|
0.3
|
|
Revenue multiple
|
3.3x - 13.8x
|
|
-10% earnings multiple
|
(0.3)
|
|
205
|
Other
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|
Group's investments in CLOs that are not
consolidated*
|
15.1
|
|
15.2
|
7
|
Discounted cash flow
|
Discount rate
|
1.6% -16.0%
|
|
Upside case**
|
0.9
|
|
Default rate
|
2.0%
|
|
Recovery rate
|
35.0% - 65.0%
|
|
Prepayment rate
|
20.0%
|
|
Downside case**
|
(0.8)
|
|
Reinvestment price
|
99.5%
|
|
Spread
|
3.8%
|
|
Total assets
|
408.6
|
|
301.4
|
|
|
|
|
|
|
|
|
Consolidated CLO liabilities*
|
1,462.6
|
|
1,152.0
|
38
|
Discounted cash flow
|
Discount rate
|
1.6% -16.0%
|
|
Upside case**
|
50.1
|
|
Default rate
|
2.0%
|
|
Recovery rate
|
35.0% - 65.0%
|
|
Prepayment rate
|
20.0%
|
|
Downside case**
|
(33.3)
|
|
Reinvestment price
|
99.5%
|
|
Spread
|
3.8%
|
|
CLO
repurchase agreements
|
28.2
|
|
28.5
|
10
|
Discounted cash flow
|
Discount rate
|
1.6% - 9.3%
|
|
+10% discount rate
|
0.2
|
|
|
-10% discount rate
|
(0.2)
|
|
Other financial liabilities
|
19.8
|
|
21.6
|
n/a
|
Other
|
Net asset value (NAV)
|
n/a
|
|
+10% of NAV
|
2.0
|
|
|
-10% of NAV
|
(2.0)
|
|
15.0
|
|
-
|
n/a
|
Discounted cash flow
|
Discount rate
|
n/a
|
|
Upside case
|
n/a
|
|
|
Downside case
|
n/a
|
|
Total liabilities
|
1,525.6
|
|
1,202.1
|
|
|
|
|
|
|
|
|
*
|
The sensitivity analysis is performed on the portfolio of
notes of CLO vehicles that the Group has invested in, including
£15.1m of investments in CLOs that are not consolidated (2023:
£15.2m) and £89.8m of investments in CLOs that are consolidated
(2023: £81.1m). The sensitivity analysis for the investments in the
notes of CLOs that are consolidated impacts the value of the
consolidated CLO liabilities (as these are eliminated from the
overall balance) and are accordingly disclosed in this section of
the table.
|
|
**
|
The upside case is based on the key inputs used in the
valuation model disclosed above being favourably adjusted from
their base value by a factor of 10%. The downside case adjusts
these key inputs by a factor of 10% in the opposite
direction.
|
11 Dividends
The Company paid a final dividend of 4.4 pence
per share, which equates to £35.0m, in May 2024 in respect of the
second half of 2023.
The directors have announced an interim
dividend of 4.6 pence per share, which equates to £36.5m based on
the number of shares in issue at 30 June 2024, but may change due
to the ongoing share buyback programme. This dividend will be paid
in October 2024 to shareholders on the register as at 20 September
2024.
|
|
Six months ended 30 June 2024
|
Six months ended 30 June 2023
|
|
Ordinary dividends paid:
|
£ m
|
Pence per share
|
£ m
|
Pence per share
|
|
Prior period final dividends paid
|
35.0
|
4.4
|
32.7
|
4.0
|
|
Proposed interim dividends
|
36.5
|
4.6
|
35.7
|
4.4
|
12 Cash flow information
|
Six months ended 30 June
|
2024
£ m
|
(Restated)
2023
£ m
|
|
Profit before tax
|
48.8
|
53.1
|
|
Adjustments for:
|
|
|
|
Exceptional expenses
|
0.8
|
-
|
|
Share-based payments
|
4.1
|
1.8
|
|
Depreciation and amortisation
expense
|
8.8
|
8.6
|
|
Net finance and other
expense/(income)
|
0.2
|
(7.4)
|
|
Carried interest
|
(16.9)
|
(6.4)
|
|
Fair value remeasurement of
investments
|
14.1
|
(6.3)
|
|
(Increase)/decrease in trade and other
receivables
|
(15.9)
|
3.2
|
|
(Decrease)/increase in trade and other
payables
|
(34.1)
|
(22.0)
|
|
Cash generated from operations
|
9.9
|
24.6
|
13 Equity
(a) Share capital and premium
Allotted, called up and fully paid
shares
|
|
Company
|
|
|
30 June 2024
|
31 December 2023
|
|
|
No.
|
£
|
No.
|
£
|
|
Ordinary of £0.00005 each
|
793,276,571
|
39,664
|
794,637,730
|
39,732
|
|
Deferred of £81 each
|
500
|
40,500
|
500
|
40,500
|
|
Deferred of £1 each
|
1
|
1
|
1
|
1
|
|
Deferred of £0.01 each
|
1
|
0.01
|
1
|
0.01
|
|
Total
|
793,277,073
|
80,165
|
794,638,232
|
80,233
|
Share capital represents the number of ordinary
shares issued in the capital of the Company multiplied by their
nominal value of £0.00005 each. Share premium substantially
represents the aggregate of all amounts that have ever been paid
above nominal value to the Company when it has issued ordinary
shares.
The holders of the ordinary shares have the
right to receive notice of and to attend and vote at any general
meeting of the Company. Each ordinary share has one vote on a
resolution.
Each ordinary share is eligible for ordinary
course dividends and distributions on a liquidation, and is
generally entitled to participate in a return of capital, in each
case subject to the provisions set out in the articles of
association of the Company.
Deferred shares have no rights other than the
right to receive their nominal value in a liquidation after all
other shares have received £1.0m per share.
(b) Own shares
Own shares are recorded by the Group when
ordinary shares are acquired by the Company and they are deducted
from shareholders' equity. The Company held 171,096 ordinary shares
and 501 deferred shares (2023: 171,096 ordinary shares; 501
deferred shares) within retained earnings as at 30 June 2024 at a
cost of nil (2023: nil).
(c) Other reserves
The following table provides a breakdown of the
reserves that are included in the Group and the Company's other
reserves.
|
|
30 June 2024
£ m
|
31 December 2023
£ m
|
|
Cash flow hedge reserve
|
11.0
|
0.9
|
|
Foreign exchange option time value
reserve
|
(3.7)
|
0.1
|
|
Net exchange differences reserve
|
2.1
|
8.6
|
|
Capital redemption reserve
|
0.0
|
0.0
|
|
Share-based payment reserve
|
3.2
|
3.0
|
|
Total
|
12.6
|
12.6
|
(i) Share-based payment reserve
The share-based payment reserve relates to the
accumulated expense from the recognition of equity-settled
share-based payments to employees.
In the six months ended 30 June 2024, a £3.2m
(2023: £2.8m) transfer was made between share-based payment reserve
and retained earnings which related to the full vesting of the LTIP
awards (2023: IPO share award, A3 shares and LTIP
awards).
(ii) Capital redemption reserve
On 2 October 2023, the Company announced a
second buyback programme of up to £50.0m that commenced on 12
October 2023 after the first share buyback programme completed on
11 October 2023 with £50.0m, or 23.6m ordinary shares bought back
and cancelled. The sole purpose of the share buyback programme is
to reduce the Company's share capital.
For the six months ended 30 June 2024, in
aggregate 2.9m ordinary shares within the second buyback programme
have been bought back for £7.2m. Of these shares, 2.7m ordinary
shares have been cancelled by 30 June 2024 with remaining ordinary
shares cancelled subsequent to the period end.
14 Events after the reporting period
(a) ECP transaction
As disclosed in the Group's 2023 financial
statements, the Group announced a transaction to add ECP to the
Group to accelerate Bridgepoint's strategic diversification, with
an expected upfront enterprise value of £835m (the "Transaction"). The Transaction
establishes a third and complementary growth pillar for the
Group.
ECP is a leading North American infrastructure
investor with a market-leading position in the highly sought-after
energy transition and sustainability focussed investing ecosystem.
Further details of the Transaction were set out in the shareholder
circular dated 2 October 2023, which can be found at our website:
www.bridgepoint.eu/shareholders.
The Transaction was approved by the Company's
shareholders on 19 October 2023 and it was announced on 20 October
2023 that required investor consents to the transaction had been
received in respect of ECP Fund III, IV and V. As announced on 4
March 2024, the sole outstanding regulatory clearance in respect of
the transaction is a clearance applied for by ECP ControlCo, LLC
from the Federal Energy Regulatory Commission, and closing of the
transaction is expected to occur in Q3 2024.
As the transaction was not completed before 30
June 2024, the Group's Condensed Consolidated Statement of Profit
or Loss for the period ended 30 June 2024 does not include any
revenue, profit or loss relating to the ECP business, other than
transaction costs of £1.8m recognised by the Group during the
period, which have been recognised as other operating expenses and
personnel expenses.
Such transaction costs are classified as
exceptional and so are excluded from underlying performance
metrics. Further details on exceptionals are included in note
4.
The Group will apply the acquisition method to
account for the transaction in accordance with IFRS 3 "Business
Combinations". The Group is required to determine what is part of
the business combination transaction, to recognise and measure the
identified net assets acquired, and to determine the consideration
transferred. As the transaction had not yet completed when the 2024
Half year report was authorised for issue, the Group is unable to
reasonably estimate the fair value of net assets acquired, the fair
value of consideration transferred and the resulting goodwill and
intangible assets.
(c) Share buyback programme
On 2 October 2023, the Company announced a
second share buyback programme of up to £50.0m.
The share buyback programme commenced on 12
October 2023 following completion of the previous programme.
Between 30 June 2024 and 16 July 2024 (inclusive), being the latest
practicable date before the publication of these financial
statements, a further 351,374 ordinary shares have been bought back
in aggregate for £0.8m pursuant to the share buyback programme. Of
these shares, in aggregate 276,598 have been cancelled as at 16
July 2024.
Supplementary Information: Underlying Condensed Consolidated
Statement of Profit or Loss
for the six months 30 June
|
|
2024
£m
|
2023
£m
|
|
Management and other fees
|
156.0
|
124.6
|
|
Carried interest
|
16.9
|
6.4
|
|
Fair value remeasurement of
investments
|
7.5
|
6.3
|
|
Other operating income
|
0.6
|
0.5
|
|
Total operating income
|
181.0
|
137.8
|
|
Personnel expenses
|
(69.1)
|
(61.0)
|
|
Other operating expenses
|
(25.7)
|
(21.2)
|
|
Underlying EBITDA
|
86.2
|
55.6
|
|
Depreciation and amortisation
expense
|
(7.3)
|
(7.1)
|
|
Finance and other income
|
5.8
|
5.0
|
|
Finance and other expenses
|
(6.0)
|
(3.5)
|
|
Underlying profit before tax
|
78.7
|
50.0
|
|
Tax
|
(5.7)
|
(4.7)
|
|
Underlying profit after tax
|
73.0
|
45.3
|
|
|
|
|
|
Attributable to:
|
|
|
|
Underlying equity holders of the
parent
|
73.0
|
45.3
|
|
|
|
|
|
|
£
|
£
|
|
Underlying basic and diluted earnings per
share
|
0.09
|
0.06
|
This condensed underlying condensed
consolidated statement of profit or loss applies all of the
measurement and recognition requirements of UK-adopted IAS and the
accounting policies of the Group, except for:
|
-
|
the classification of the management fees from
the consolidated CLOs which are eliminated in management and other
fees under IFRS 10. Such fees are reclassified as management and
other fees from fair value remeasurement of investments as if CLOs
had not been consolidated; and
|
|
-
|
PRE adjustments, exceptional items and other
adjusted items which are excluded from underlying results. Further
details of these adjustments are explained in APM
section.
|
Underlying EBITDA, Underlying profit before
tax, Underlying profit after tax and Underlying basic and diluted
earnings per share are alternative performance measures and
non-IFRS measures. Definitions of each of the APMs and how they can
be reconciled back to the financial statements are set out in the
supplementary information at the end of this interim
report.
Supplementary Information: Condensed Consolidated Statement of
Financial Position, excluding CLOs
|
|
30 June 2024
£m
|
(Unaudited)
31 December 2023
£m
|
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and equipment
|
69.0
|
73.7
|
|
Goodwill and intangible assets
|
115.6
|
116.6
|
|
Carried interest receivable
|
70.7
|
67.3
|
|
Fair value of fund investments*
|
498.4
|
382.5
|
|
Trade and other receivables
|
21.7
|
23.2
|
|
Total non-current assets
|
775.4
|
663.3
|
|
Current assets
|
|
|
|
Trade and other receivables
|
139.4
|
118.2
|
|
Derivative financial assets
|
14.3
|
6.2
|
|
Other investments
|
-
|
7.5
|
|
Cash and cash equivalents
|
123.9
|
238.8
|
|
Total current assets
|
277.6
|
370.7
|
|
Total assets
|
1,053.0
|
1,034.0
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other payables
|
14.0
|
13.1
|
|
Other financial liabilities
|
63.0
|
50.1
|
|
Lease liabilities
|
65.0
|
69.7
|
|
Deferred tax liabilities
|
36.3
|
33.9
|
|
Total non-current liabilities
|
178.3
|
166.8
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
137.1
|
132.5
|
|
Lease liabilities
|
12.0
|
11.9
|
|
Derivative financial liabilities
|
2.6
|
1.6
|
|
Total current liabilities
|
151.7
|
146.0
|
|
Total liabilities
|
330.0
|
312.8
|
|
Net assets
|
723.0
|
721.2
|
|
Equity
|
|
|
|
Share capital
|
0.1
|
0.1
|
|
Share premium
|
289.8
|
289.8
|
|
Retained earnings
|
420.5
|
418.7
|
|
Other reserves**
|
12.6
|
12.6
|
|
Total equity
|
723.0
|
721.2
|
|
*
|
The fair value of fund investments includes the Group's own
exposures in consolidated CLOs 1, 3, 4, 5, 6 and 7 of £89.8m (2023:
CLOs 1, 3, 4, 5 and 6 of £81.1m) as at 30 June
2024.
|
|
**
|
The Group has changed the presentation of equity to aggregate
other reserves. A breakdown of other reserves is included in note
13 (c).
|
This condensed consolidated statement of
financial position applies all of the measurement and recognition
requirements of UK-adopted IAS and the accounting policies of the
Group, except for the requirement to consolidate CLOs. CLOs are
presented as an investment held at fair value in line with how they
are managed by the Group, rather than being consolidated in
accordance with IFRS 10 "Consolidated Financial
Statements".
Supplementary Information: Condensed Consolidated Statement of
Cash Flows, excluding CLOs
for the six months ended 30 June
|
|
2024
£m
|
(Restated)
2023
£m
|
|
Cash flows from operating activities
|
|
|
|
Cash generated from operations
|
6.9
|
24.6
|
|
Tax paid
|
(1.4)
|
(2.5)
|
|
Net cash inflow from operating
activities
|
5.5
|
22.1
|
|
Cash flows from investing activities
|
|
|
|
Investment in term deposits with original
maturities of more than three months
|
-
|
100.0
|
|
Receipts from investments
|
24.2
|
59.2
|
|
Purchase of investments
|
(101.8)
|
(21.3)
|
|
Receipt / (Purchase) of other
investments
|
7.5
|
(14.3)
|
|
Interest received
|
3.2
|
1.6
|
|
Investments in CLOs
|
(7.9)
|
(15.5)
|
|
Payments for property, plant and equipment and
intangible assets
|
(1.2)
|
(2.0)
|
|
Net cash (outflow)/inflow from investing
activities
|
(76.0)
|
107.7
|
|
Cash flows from financing activities
|
|
|
|
Dividends paid to shareholders of the
Company
|
(35.0)
|
(32.7)
|
|
Share buyback
|
(7.2)
|
(30.7)
|
|
Principal elements of lease payments
|
(6.1)
|
(1.0)
|
|
Drawings from related party investors in
intermediate fund holding entities
|
8.9
|
-
|
|
Interest paid
|
(6.1)
|
(2.4)
|
|
Net cash (outflow) from financing
activities
|
(45.5)
|
(66.8)
|
|
Net (decrease)/increase in cash and cash
equivalents
|
(116.0)
|
63.0
|
|
Total cash and cash equivalents at the
beginning of the period
|
238.8
|
196.0
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
1.1
|
(0.6)
|
|
Total cash and cash equivalents at the end of
the period
|
123.9
|
258.4
|
This condensed consolidated statement of cash
flows applies all of the measurement and recognition requirements
of UK-adopted IAS and the accounting policies of the Group, except
for the requirement to consolidate CLOs. Consolidated CLO cash is
not presented in the opening or closing cash positions in this
statement and all cash flows relate to the non-CLO activities of
the Group.
Supplementary Information: Alternative performance measures
(APMs)
The use of APMs
This interim report includes several measures
which are not defined or recognised under International Financial
Reporting Standards ("IFRS"), including financial and
operating measures relating to the Group such as EBITDA, Underlying
EBITDA, Underlying EBITDA margin, Underlying profit before tax,
FRE, FRE margin, Underlying management fees, PRE, Fee Paying AUM
and Total AUM, all of which the Group considers to be APMs. Certain
APMs are also presented on a pro forma basis, which includes ECP as
if its acquisition had occurred on 1 January 2024. These
are reconciled to the IFRS results for the six month period in the
table below.
We have changed composition of certain APMs as
they are more meaningful and reflect the business performance. The
impact in comparative information is not considered material,
therefore it is not adjusted retrospectively.
|
Total AUM
|
The total value of unrealised assets as of the
relevant date (as determined pursuant to the latest quarterly or
semi-annual valuation for each fund conducted by the Group) plus
undrawn commitments managed by the Group. The valuations for Total
AUM come from the Group's valuations of the investments of the
funds.
Total AUM on a pro forma basis including ECP at
30 June 2024 was €67.3 billion.
|
|
Fee Paying AUM
|
Assets under management for funds upon which
fees are charged by the Group including Separately Managed Accounts
(SMAs), CLOs and continuation funds, but excluding co-investment
vehicles.
Fee Paying AUM is either based on total
commitments (during the commitment period) or on net invested
capital (normally during the post-commitment period).
Fee Paying AUM on a pro forma basis including
ECP at 30 June 2024 was €36.8 billion.
|
|
Management fee margin on
Fee Paying AUM
|
The underlying management fee rate in the
Bridgepoint funds, calculated as the weighted average management
fee rate for all Bridgepoint funds contributing to Fee Paying
AUM as at the end of the accounting period.
|
|
Underlying management
fees
|
CLO management fees relating to CLOs which are
consolidated that are eliminated and form part of PRE is added back
to arrive at the underlying management fees.
|
|
Underlying management fees
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Management and other fees
|
153.0
|
124.6
|
|
Add: CLO management fee consolidation
adjustment
|
3.0
|
-
|
|
Underlying management fees
|
156.0
|
124.6
|
|
Add: ECP pre-completion management and other
fees
|
55.2
|
n/a
|
|
Pro forma management fees
|
211.2
|
124.6
|
|
PRE
|
PRE is calculated by adding the fair value
remeasurement of investments to carried interest income and adding
back adjustments for: (i) the impact of negative returns in the
early years of a fund due to management fee expenses based on the
full committed capital of the fund exceeding capital growth from
deployed invested capital (typically known as the 'J-curve' and
which is considered temporary); (ii) PRE attributable to a
third-party investor that invests in a structured vehicle that is
consolidated by the Group under IFRS, due to its level of variable
returns, as its inclusion could distort the view of the amount of
PRE attributable to shareholders. A related finance cost payable to
the third-party investor is also excluded from finance expenses and
underlying profit before tax (2024 and 2023: nil); and (iii) the
CLO management fees reinstated as part of underlying management
fees, as explained above.
|
|
PRE
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Carried interest
|
16.9
|
6.4
|
|
Add: Fair value remeasurement of
investments
|
(11.1)
|
6.3
|
|
Less: CLO management fee consolidation
adjustment ((iii) above)
|
(3.0)
|
-
|
|
Add: PRE adjustments (a total of adjustments
(i) and (ii) above)
|
21.6
|
-
|
|
PRE
|
24.4
|
12.7
|
|
Add: ECP pre-completion PRE
|
32.5
|
n/a
|
|
Pro forma PRE
|
56.9
|
12.7
|
|
Underlying total
operating income
|
The underlying total operating income is
calculated by adding Underlying management fees, PRE and other
operating income.
|
|
Underlying total operating income
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Underlying management fees
|
156.0
|
124.6
|
|
PRE
|
24.4
|
12.7
|
|
Other operating income
|
0.6
|
0.5
|
|
Underlying total operating income
|
181.0
|
137.8
|
|
Add: ECP pre-completion total operating
income
|
87.7
|
n/a
|
|
Pro forma underlying total operating
income
|
268.7
|
137.8
|
|
EBITDA
|
Earnings before interest, taxes, depreciation
and amortisation. It is calculated by reference to total operating
income and deducting from it, or adding to it, as applicable,
personnel expenses and other operating expenses.
|
|
Underlying EBITDA
|
Calculated by excluding exceptional items,
certain share scheme expenses and PRE adjustments from EBITDA.
Exceptional items are items of income or expense that are material
by size and/or nature and are not considered to be incurred in the
normal course of business.
Certain excluded share scheme expenses relate
to share-based payment awards that were granted following the IPO.
An explanation of the cost is set up on page 51 of the Group's 2023
Annual Report.
Further detail on the PRE adjustments is set
out above.
A breakdown of exceptional items within EBITDA
is included within note 4 of the condensed consolidated financial
statements.
|
|
Underlying EBITDA
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
EBITDA
|
57.8
|
54.3
|
|
Add: exceptional items within EBITDA
|
3.0
|
1.3
|
|
Add: certain share scheme expenses
|
3.8
|
-
|
|
Add: PRE adjustments
|
21.6
|
-
|
|
Underlying EBITDA
|
86.2
|
55.6
|
|
Add: ECP pre-completion EBITDA
|
58.8
|
n/a
|
|
Pro forma underlying EBITDA
|
145.0
|
55.6
|
|
Underlying
EBITDA margin
|
Underlying EBITDA as a percentage of underlying
total operating income.
|
|
FRE
|
Underlying EBITDA less carried interest and
income from the fair value remeasurement of investments and adding
back the cost of bonuses linked to investment profits.
|
|
FRE
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Underlying EBITDA
|
86.2
|
55.6
|
|
Less: PRE
|
(24.4)
|
(12.7)
|
|
FRE
|
61.8
|
42.9
|
|
Add: ECP pre-completion FRE
|
26.3
|
n/a
|
|
Pro forma FRE
|
88.1
|
42.9
|
|
FRE margin
|
FRE as a percentage of underlying total
operating income, excluding PRE.
|
|
FRE margin
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
FRE
|
61.8
|
42.9
|
|
Underlying total operating income
|
181.0
|
137.8
|
|
Less: PRE
|
(24.4)
|
(12.7)
|
|
Adjusted total operating income
|
156.6
|
125.1
|
|
FRE margin
|
39.5%
|
34.3%
|
|
Pro forma FRE margin
|
Pro forma FRE as a percentage of pro forma
underlying total operating income, excluding pro forma
PRE.
|
|
Pro forma FRE margin
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Pro forma FRE
|
88.1
|
42.9
|
|
Pro forma underlying total operating
income
|
268.7
|
137.8
|
|
Less: Pro forma PRE
|
(56.9)
|
(12.7)
|
|
Pro forma adjusted total operating
income
|
211.8
|
125.1
|
|
Pro forma FRE margin
|
41.6%
|
34.3%
|
|
Pro forma FRE margin (excluding catch-up
fees)
|
Pro forma FRE (excluding catch-up fees) as a
percentage of adjusted total operating income excluding catch-up
fees.
|
|
Pro forma FRE margin (excluding catch-up
fees)
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Pro forma FRE
|
88.1
|
42.9
|
|
Less: pro forma catch-up fees
|
(30.4)
|
(2.6)
|
|
Pro forma FRE (excluding catch-up
fees)
|
57.7
|
40.3
|
|
Pro forma adjusted total operating
income
|
211.8
|
125.1
|
|
Less: pro forma catch-up fees
|
(30.4)
|
(2.6)
|
|
Pro forma adjusted total operating income
(excluding catch-up fees)
|
181.4
|
122.5
|
|
Pro forma FRE margin (excluding catch-up
fees)
|
31.8%
|
32.9%
|
|
Underlying profit
before tax
|
Calculated by excluding exceptional items,
certain share scheme expenses, the amortisation of acquisition
related intangible assets and PRE adjustments from within profit
before income tax.
|
|
Underlying profit before tax
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023*
£m
|
|
Profit before tax
|
48.8
|
53.1
|
|
Add: exceptional items within EBITDA
|
3.0
|
1.3
|
|
Add: amortisation of acquisition related
intangible assets
|
1.5
|
1.5
|
|
Add: certain share scheme expenses
|
3.8
|
-
|
|
Add: PRE adjustments
|
21.6
|
-
|
|
Add: exceptional net finance and other
(income)
|
-
|
(5.9)
|
|
Underlying profit before tax
|
78.7
|
50.0
|
|
Add: ECP pre-completion profit before
tax
|
51.1
|
n/a
|
|
Pro forma underlying profit before
tax
|
129.8
|
50.0
|
|
Underlying profit before tax margin
|
Underlying profit before tax as a percentage of
underlying total operating income.
|
|
Underlying profit
after tax margin
|
Underlying profit after tax as a percentage of
underlying total operating income.
|
|
Underlying basic
and diluted earnings per share
|
Calculated by dividing profit after tax
(underlying) by the number of shares in issue as at 30 June
2024.
|
|
Underlying basic and diluted EPS
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Profit after tax
|
43.1
|
48.2
|
|
Add: exceptional items within EBITDA
|
3.0
|
1.3
|
|
Add: amortisation of acquisition related
intangible assets
|
1.5
|
1.5
|
|
Add: tax
|
-
|
0.2
|
|
Add: certain share scheme expenses
|
3.8
|
-
|
|
Add: exceptional net finance and other
(income)
|
-
|
(5.9)
|
|
Add: PRE adjustments
|
21.6
|
-
|
|
Underlying profit after tax
|
73.0
|
45.3
|
|
Weighted average number of ordinary shares for
purposes of basic and diluted EPS (m)
|
793.6
|
816.8
|
|
Effect of dilutive potential ordinary share
conversion
|
3.9
|
-
|
|
Number of ordinary shares for the purposes of
diluted earnings per share
|
797.5
|
816.8
|
|
Underlying basic EPS (pence)
|
9.2
|
5.6
|
|
Underlying diluted EPS (pence)
|
9.2
|
5.6
|
|
Pro forma earnings per share
|
Calculated by dividing profit after tax (pro
forma) by the number of shares in issue as at 30 June
2024.
|
|
Underlying basic and diluted EPS
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Profit after tax
|
43.1
|
48.2
|
|
Add: exceptional items within EBITDA
|
3.0
|
1.3
|
|
Add: amortisation of acquisition related
intangible assets
|
1.5
|
1.5
|
|
Add: tax
|
-
|
0.2
|
|
Add: certain share scheme expenses
|
3.8
|
-
|
|
Add: exceptional net finance and other
(income)
|
-
|
(5.9)
|
|
Add: PRE adjustments
|
21.6
|
-
|
|
Underlying profit after tax
|
73.0
|
45.3
|
|
Add: ECP six months profit after tax
|
40.9
|
-
|
|
Pro forma profit after tax
|
113.9
|
45.3
|
|
Weighted average number of ordinary shares for
purposes of basic and diluted EPS (m)
|
793.6
|
810.3
|
|
Effect of dilutive potential ordinary share
conversion
|
3.9
|
-
|
|
Effect of dilutive potential ordinary share
conversion from pro forma ECP
|
235.0
|
-
|
|
Number of ordinary shares for the purposes of
pro forma earnings per share
|
1,032.5
|
810.3
|
|
Pro forma EPS (pence)
|
11.0
|
5.6
|
|
Non-current assets (excluding third-party CLO
assets)
|
Calculated by excluding consolidated
third-party CLO non-current assets from total non-current assets as
defined by IFRS and adding back the investment into CLOs on a
non-consolidated basis.
|
|
Non-current assets (excluding third-party CLO
assets)
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Total non-current assets
|
685.6
|
582.2
|
|
Add: investment in CLOs on a non-consolidated
basis
|
89.8
|
81.1
|
|
Non-current assets (excluding third-party CLO
assets)
|
775.4
|
663.3
|
|
Current assets (excluding third-party CLO
assets)
|
Calculated by excluding consolidated
third-party CLO current assets from total current assets as defined
by IFRS.
|
|
Current assets (excluding third-party CLO
assets)
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Total current assets
|
2,100.1
|
1,795.5
|
|
Less: consolidated CLO assets
|
(1,734.9)
|
(1,348.8)
|
|
Less: consolidated CLO cash
|
(87.6)
|
(76.0)
|
|
Current assets (excluding third-party CLO
assets)
|
277.6
|
370.7
|
|
Non-current liabilities (excluding third-party
CLO liabilities)
|
Calculated by excluding consolidated
third-party CLO non-current liabilities from total non-current
liabilities as defined by IFRS.
|
|
Non-current liabilities (excluding third-party
CLO liabilities)
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Total non-current liabilities
|
1,640.9
|
1,318.8
|
|
Less: fair value of consolidated CLO
liabilities
|
(1,462.6)
|
(1,152.0)
|
|
Non-current liabilities (excluding third-party
CLO liabilities)
|
178.3
|
166.8
|
|
Current liabilities (excluding third-party CLO
liabilities)
|
Calculated by excluding consolidated
third-party CLO current liabilities from total current liabilities
as defined by IFRS.
|
|
Current liabilities (excluding third-party CLO
liabilities)
|
Six months ended 30 June 2024
£m
|
Six months ended 30 June 2023
£m
|
|
Total current liabilities
|
421.8
|
337.7
|
|
Less: consolidated CLO liabilities
|
(15.6)
|
(14.9)
|
|
Less: consolidated CLO purchases awaiting
settlement
|
(254.5)
|
(176.8)
|
|
Current liabilities (excluding third-party CLO
liabilities)
|
151.7
|
146.0
|
|
*
|
Comparative information for the period ended 30 June 2023 is
not restated for the change in certain APM
definitions.
|
|
|
|
|
| |
Forward Looking Statements
This announcement may include
forward-looking statements. Forward-looking statements are
statements that are not historical facts and may be identified by
words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues",
"should" and similar expressions. These forward-looking statements
reflect, at the time made, the beliefs, intentions and current
targets/aims of Bridgepoint Group plc (the "Company").
Forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. The forward-looking statements in this
announcement are based upon various assumptions. Although the
Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond
its control. Forward-looking statements are not guarantees of
future performance and such risks, uncertainties, contingencies and
other important factors could cause the actual outcomes and the
results of operations, financial condition and liquidity of the
Company, its subsidiary undertakings or the industry to differ
materially from those results expressed or implied in this
announcement by such forward-looking statements. No representation
or warranty, express or implied, is made that any of these
forward-looking statements or forecasts will come to pass or that
any forecast result will be achieved. Undue influence should not be
given to, and no reliance should be placed on, any forward-looking
statement. No statement in this announcement is intended to be nor
may be construed as a profit forecast. Neither the Company, nor any
of its subsidiaries nor any of their affiliates, nor any of its or
their officers, employees, agents or advisers, undertake to
publicly update or revise any such forward-looking statement,
except to the extent required by applicable law.
Issued by Bridgepoint Group
plc
LEI: 213800KFNMVI8PDZX472
Registered in England and Wales no.
11443992.
Registered office: 5 Marble Arch,
London, W1H 7EJ