ICG Enterprise Trust Plc: Unaudited Interim Results for the six
months ended 31 July 2024
ICG Enterprise Trust plc
Unaudited Interim Results for the six months ended 31 July 2024
8 October 2024
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Highlights
- NAV per Share of
1,946p at 31 July 2024, NAV per Share Total Return* of 2.8% in the
period (5 year annualised: 12.5%)
- Portfolio Return*
on a Local Currency Basis of 3.8% (Sterling return 2.6%) for the
six months in the period
- Portfolio companies
reporting ~14% LTM earnings growth1
- Third consecutive
six-month period of higher new investment levels
- Nine Full Exits in the period
generating proceeds of £48.7m and representing a weighted-average
Uplift to Carrying Value of 25.8%
- Q2 dividend of 8.5p
per share, taking total dividends for H1 FY25 to 17p (H1 FY24:
16p). The Board's intention remains to pay total dividends of at
least 35p per share for FY25, an increase of 6% on FY24
- Buybacks continue
to be executed: £21m returned in H1 FY25 at a weighted-average
discount to NAV of 37.8% across both long-term (£11m) and
opportunistic (£10m) programmes, in aggregate increasing NAV per
share by 19p (~1%)
- The Board welcomes the recent
announcement by the FCA regarding costs and the Manager is
reviewing ICG Enterprise Trust's disclosures as a result
1 Based on Enlarged Perimeter covering 63% of the Portfolio. See
page 9.
*This is an Alternative Performance Measure. Please refer to the
Glossary for the definition.
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Oliver Gardey |
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Head of Private
Equity Fund Investments, ICG |
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For the six months to
31 July 2024 our Portfolio Return on a Local Currency Basis was
3.8% and we report a NAV per Share of 1,946p at period end.
During the period we invested £104m into new transactions. These
included supporting Datasite, Visma and Audiotonix – highlighting
our ability to invest in companies that benefit from long-term
structural growth trends in areas such as digital transformation
and tech-enabled business services.
We are experiencing an increased level of transaction activity.
This is the third six-month period of sequentially higher new
investments. And as our portfolio companies are realised we are
generating meaningful value: we had nine Full Exits in the period
that were realised at a weighted-average uplift to carrying value
of 25.8%.
Over the last five years – a period that encompasses COVID-19,
inflation, interest rate hikes and geopolitical uncertainty – our
Portfolio has delivered attractive growth; our NAV per Share Total
Return has been 80%; and we have enhanced our shareholder
distribution policy.
I am confident in the transatlantic Portfolio we have constructed.
I believe our strategy to invest in profitable, cash generative
middle market companies positions us well to deliver attractive
returns for our shareholders.
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PERFORMANCE OVERVIEW
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Annualised |
Performance to 31 July 2024 |
3 months |
6 months |
1 year |
3 years |
5 years |
10 years |
Portfolio Return on a Local Currency Basis |
3.2% |
3.8% |
5.9% |
11.5% |
15.9% |
13.6% |
NAV per Share Total
Return |
1.6% |
2.8% |
4.0% |
10.3% |
12.5% |
13.2% |
Share Price Total Return |
11.4% |
10.3% |
17.3% |
10.1% |
11.7% |
11.5% |
FTSE All-Share Index Total
Return |
4.3% |
11.8% |
13.5% |
8.3% |
5.8% |
6.3% |
Half-year ended: |
Jul 2020 |
Jul 2021 |
Jul 2022 |
Jul 2023 |
Jul 2024 |
Fund performance
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Portfolio return (local currency) |
(3.6)% |
14.9% |
7.4% |
4.6% |
3.8% |
Portfolio return (sterling) |
0.1% |
12.8% |
12.4% |
1.6% |
2.6% |
NAV |
£775m |
£1,044m |
£1,269m |
£1,290m |
£1,274m |
NAV per Share Total Return (%) |
(1.0)% |
11.1% |
10.9% |
0.8% |
2.8% |
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Investment activity
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New
Investments |
£52m |
£133m |
£144m |
£64m |
£104m |
As %
opening Portfolio |
6% |
14% |
12% |
5% |
8% |
Total
Proceeds |
£94m |
£185m |
£107m |
£94m |
£86m |
As %
opening Portfolio |
12% |
19% |
9% |
7% |
6% |
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Shareholder experience
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Closing
share price |
790p |
1,084p |
1,166p |
1,174p |
1,340p |
Total
dividends per share for HY |
10p |
12p |
14p |
16p |
17p |
Share
Price Total Return |
(16.9)% |
13.7% |
(1.6)% |
2.9% |
10.3% |
Total
shareholder distributions |
£10m |
£12m |
£15m |
£17m |
£33m |
- o/w
distributions dividends (%) |
92% |
78% |
100% |
63% |
34% |
- o/w
distributions buybacks (%) |
8% |
22% |
—% |
37% |
66% |
Total
shareholder distributions as % |
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- Total Proceeds |
10% |
7% |
14% |
18% |
38% |
- Opening NAV |
1.2% |
1.3% |
1.3% |
1.3% |
2.5% |
Portfolio activity
overview for H1 FY25 |
Primary |
Direct |
Secondary |
Total |
ICG-managed |
Local Currency return |
3.6% |
5.0% |
2.5% |
3.8% |
2.1% |
Sterling return |
2.4% |
3.7% |
1.4% |
2.6% |
1.0% |
New Investments |
£58m |
£44m |
£3m |
£104m |
£17m |
Total Proceeds |
£51m |
£9m |
£26m |
£86m |
£50m |
New Fund Commitments |
£52m |
- |
£20m |
£72m |
£20m |
Closing Portfolio value |
£739m |
£444m |
£219m |
£1,402m |
£410m |
% Total Portfolio |
52.7% |
31.7% |
15.6% |
100.0% |
29.2% |
COMPANY TIMETABLE
A presentation for investors and analysts will be held at 10:00 GMT
today. A link for the presentation can be found on the Results
& Reports page of the Company website. A recording of the
presentation will be made available on the Company website after
the event.
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FY25 Second Interim Dividend |
Ex-dividend date |
14 November 2024 |
Record date |
15 November 2024 |
Dividend payment date |
29 November 2024 |
ENQUIRIES
Institutional investors and analysts:
Martin Li,
Shareholder Relations
+44 (0) 20 3545 1816
Nathan Brown, Deutsche Numis
+44 (0) 20 7260 1426
David Harris, Cadarn
Capital +44
(0) 20 7019 9042
Media: Cat
Armstrong, Corporate
Communications +44
(0) 20 3545 1850
ABOUT ICG ENTERPRISE TRUST
ICG Enterprise Trust is a leading listed private
equity investor focused on creating long-term growth by delivering
consistently strong returns through selectively investing in
profitable, cash-generative private companies, primarily in Europe
and the US, while offering the added benefit to shareholders of
daily liquidity.
We invest in companies directly as well as
through funds managed by Intermediate Capital Group ('ICG') and
other leading private equity managers who focus on creating
long-term value and building sustainable growth through active
management and strategic change.
NOTES
Included in this document are Alternative
Performance Measures (“APMs”). APMs have been used if considered by
the Board and the Manager to be the most relevant basis for
shareholders in assessing the overall performance of the Company,
and for comparing the performance of the Company to its peers and
its previously reported results. The Glossary includes further
details of APMs and reconciliations to International Financial
Reporting Standards (“IFRS”) measures, where appropriate.
In the Manager’s Review and Supplementary
Information, all performance figures are stated on a Total Return
basis (i.e. including the effect of re-invested dividends). ICG
Alternative Investment Limited, a regulated subsidiary of
Intermediate Capital Group plc, acts as the Manager of the
Company.
DISCLAIMER
The information contained herein and on the
pages that follow does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, any
securities in any jurisdiction where such an offer or solicitation
is unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on ICG
Enterprise Trust PLC (the "Company") or its affiliates or agents.
Equity securities in the Company have not been and will not be
registered under the applicable securities laws of the United
States, Australia, Canada, Japan or South Africa (each an “Excluded
Jurisdiction”). The equity securities in the Company referred to
herein and on the pages that follow may not be offered or sold
within an Excluded Jurisdiction, or to any U.S. person ("U.S.
Person") as defined in Regulation S under the U.S. Securities Act
of 1933, as amended (the "U.S. Securities Act"), or to any
national, resident or citizen of an Excluded Jurisdiction.
The information on the pages that follow may
contain forward looking statements. Any statement other than a
statement of historical fact is a forward looking statement. Actual
results may differ materially from those expressed or implied by
any forward looking statement. The Company does not undertake any
obligation to update or revise any forward looking statements. You
should not place undue reliance on any forward looking statement,
which speaks only as of the date of its issuance.
CHAIR’S FOREWORD
ICG Enterprise Trust has delivered a 2.8% NAV
per Share Total Return and 10.3% Share Price Total Return in the
first half of the year. This solid NAV per Share growth and
sustained returns for our shareholders, in a half-year with
continued economic and political headwinds, is supported by robust
underlying earnings growth (LTM EBITDA growth1: 14%), an
active capital allocation policy and prudent balance sheet
management.
Over the five years to 31 July 2024, the
investment strategy has generated an annualised NAV per Share Total
Return of 12.5% and Share Price Total Return of 11.7%. The
volatility of our share price has reduced over this time period and
liquidity has increased. I believe these factors enable ICG
Enterprise Trust to have an increasingly meaningful role in an
investor’s long-term portfolio.
Capital allocation remains a priority for the
Board and in this period we returned £33m (2.5% of opening NAV) to
shareholders through:
- Dividends: we
remain committed to a progressive dividend policy, announcing today
a Q2 dividend of 8.5p per share and reaffirming the Board’s
intention to pay total dividends of at least 35p per share for
FY25;
- Long-term share
buyback programme: returned £11m across 46 separate trading days at
a weighted-average discount to NAV of 38.3%; and
- FY25
opportunistic share buyback programme: returned £10m across four
separate trading days at a weighted-average discount to NAV of
37.2%.
The combined buyback programmes in aggregate
increased NAV per Share by 19p (~1%) during the period.
We are pleased to see a continued increase in
shareholder engagement, and the evolution in recent quarters of our
sales and marketing programme is yielding benefits. I enjoyed
meeting a number of shareholders at our Shareholder Seminar in
June, and look forward to more engagement before year-end.
The Board welcomes the new FCA announcement on
reporting of costs, and as a result the Manager is reviewing ICG
Enterprise Trust's disclosures.
As we look to the second half of the financial
year and beyond, geopolitical headwinds persist. However, the Board
maintains its positive outlook that private equity remains a strong
engine of growth to outperform public markets.
Jane Tufnell
Chair
7 October 2024
MANAGER’S REVIEW
Alternative Performance Measures
The Board and the Manager monitor the financial performance of the
Company on the basis of Alternative Performance Measures (APM),
which are non-IFRS measures. The APM predominantly form the basis
of the financial measures discussed in this review, which the Board
believes assists shareholders in assessing their investment and the
delivery of the investment strategy.
The Company holds certain investments in
subsidiary entities. The substantive difference between APM and
IFRS is the treatment of the assets and liabilities of these
subsidiaries. The APM basis “looks through” these subsidiaries to
the underlying assets and liabilities they hold, and it reports the
investments as the Portfolio APM. Under IFRS, the Company and its
subsidiaries are reported separately. The assets and liabilities of
the subsidiaries are presented on the face of the IFRS balance
sheet as a single carrying value. The same is true for the IFRS and
APM basis of the Cash flow statement.
The following table sets out IFRS metrics and
the APM equivalents:
IFRS (£m) |
31 July 2024 |
31 July 2023 |
APM (£m) |
31 July 2024 |
31 July 2023 |
Investments |
1,362.0 |
1,342.7 |
Portfolio |
1,401.8 |
1,398.8 |
NAV |
1,273.5 |
1,290.3 |
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Cash flows from the sale of portfolio investments |
9.3 |
15.7 |
Total Proceeds |
86.4 |
94.1 |
Cash flows related to the purchase of portfolio investments |
23.3 |
15.5 |
Total New Investment |
104.4 |
64.1 |
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The Glossary includes definitions for all APM
and, where appropriate, a reconciliation between APM and IFRS.
Our investment strategy
We focus on investing in buyouts of profitable, cash-generative
businesses in developed markets that exhibit defensive growth
characteristics which we believe support strong and resilient
returns across economic cycles.
We take an active approach to portfolio
construction, with a flexible mandate that enables us to deploy
capital in Primary, Secondary and Direct investments.
Geographically we focus on the developed markets of North America
and Europe which have deep and mature private equity markets
supported by a robust corporate governance ecosystem.
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Medium-term target |
Five-year average |
31 July 2024 |
1. Target Portfolio composition
1 |
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Investment category |
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Primary |
~50% |
59% |
52% |
Direct |
~25% |
28% |
32% |
Secondary |
~25% |
13% |
16% |
Geography2 |
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North America |
~50% |
42% |
44% |
Europe (inc. UK) |
~50% |
51% |
49% |
Other |
— |
7% |
7% |
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2. Balance
sheet |
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Net cash/(Net
debt)3 |
~0% |
—% |
(6)% |
1 As percentage of Portfolio; 2 As percentage of Portfolio; 3 Net
cash/(net debt) as a percentage of NAV
Note: five year average is the linear average of FY exposures for
FY21 - FY24 and H1 FY25 |
ICG Enterprise Trust benefits from access to
ICG-managed funds and Direct investments, which represented 29.2%
of the Portfolio value at period end and generated a 2.1% return on
a local currency basis.
Performance overview
At 31 July 2024, our Portfolio was valued at
£1,402m, and the Portfolio Return on a Local Currency Basis for the
first half of the financial year was 3.8% (H1 FY24: 4.6%).
Due to the geographic diversification of our
Portfolio, the reported value is impacted by changes in foreign
exchange rates. During the period, FX movements affected the
Portfolio negatively by £(16.1)m, driven by Sterling appreciation
versus both the Euro and US Dollar. In Sterling terms, Portfolio
growth during the period was 2.6%.
The net result for shareholders was that ICG
Enterprise Trust generated a NAV per Share Total Return of 2.8%
during H1 FY25, ending the period with a NAV per Share of
1,946p.
Movement in the Portfolio
£m |
Six months to
31 July 2024 |
Six months to
31 July 2023 |
Opening
Portfolio1 |
1,349 |
1,406 |
Total New Investments |
104 |
64 |
Total Proceeds |
(86) |
(94) |
Portfolio net cashflow |
18 |
(30) |
Valuation
movement2 |
51 |
65 |
Currency movement |
(16) |
(43) |
Closing Portfolio |
1,402 |
1,399 |
1 Refer to the Glossary
2 90.3% of the Portfolio is valued using 30 June 2024 (or later)
valuations (2023: 92.4%) |
NAV per Share Total Return |
Six months to
31 July 2024 |
Six months to
31 July 2023 |
% Portfolio growth (local currency) |
3.8% |
4.6% |
% currency movement |
(1.2)% |
(3.0%) |
% Portfolio growth
(Sterling) |
2.6% |
1.6% |
Impact of (net cash)/net
debt |
0.1% |
0.1% |
Management fee and other
expenses |
(0.9)% |
(1.0)% |
Co-investment Incentive Scheme
Accrual |
(0.1)% |
(0.2)% |
Impact
of share buybacks and dividend reinvestment |
1.0% |
0.3% |
NAV per Share Total Return |
2.8% |
0.8% |
For Q2 the Portfolio Return on a Local Currency
Basis was 3.2% and the NAV per Share Total Return was 1.6%.
Executing our investment strategy
Commitments
in the period |
Total New Investments
in the period |
Growth
in the period |
Total Proceeds
in the period |
Making commitments to funds, which expect to be drawn over 3 to
5 years |
Cash deployments into portfolio companies, either through funds
or directly |
Driving growth and value creation of our portfolio
companies |
Cash realisations of investments in Portfolio companies, plus
Fund Disposals |
£72m
(H1 FY24: £110m) |
£104m
(H1 FY24: £64m) |
£51m
(H1 FY24: £65m) |
£86m
(H1 FY24: £94m) |
Commitments
Our evergreen structure and flexible investment mandate enables us
to commit through the cycle, maintaining vintage diversification
for our Portfolio and sowing the seeds for future growth.
During the period we made five new fund
Commitments totalling £72.0m, including £19.8m to funds managed by
ICG plc, as detailed below:
Fund |
Manager |
Commitment during the period |
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Local currency |
£m |
ICG Strategic Equity V |
ICG |
$25.0m |
£19.8m |
Investindustrial VIII |
Investindustrial |
€15.0m |
£12.9m |
Leeds VIII |
Leeds Equity |
$20.0m |
£15.7m |
Oak Hill VI |
Oak Hill |
$15.0m |
£11.9m |
Thoma Bravo XVI |
Thoma Bravo |
$15.0m |
£11.7m |
At 31 July 2024, ICG Enterprise Trust had
outstanding Undrawn Commitments of £575m:
Movement in outstanding Commitments |
Six months to 31 July 2024 (£m) |
Undrawn Commitments as at 1 February 2024 |
552 |
New Fund Commitments |
72 |
New Commitments relating to
Co-investments |
54 |
Drawdowns |
(104) |
Currency and other movements, including repayment of commitments
which can be reinvested |
2 |
Undrawn commitments as at 31 July 2024 |
575 |
Total Undrawn Commitments at 31 July 2024
represented £452m of Undrawn Commitments to funds within their
Investment Periods, with £123m to funds outside their Investment
Periods.
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31 July 2024
£m |
31 July 2023
£m |
Undrawn Commitments – funds in Investment Period |
452 |
429 |
Undrawn
Commitments – funds outside Investment Period |
123 |
119 |
Total Undrawn Commitments |
575 |
549 |
Total
available liquidity (including facility) |
(126) |
(159) |
Overcommitment net of total available
liquidity |
449 |
390 |
Overcommitment % of net asset value |
35.3% |
30.2% |
Commitments are made in the funds' underlying
currencies. The currency split of the undrawn commitments at 31
July 2024 was as follows:
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31 July 2024 |
31 July 2023 |
Undrawn
Commitments |
£m |
% |
£m |
% |
US Dollar |
325 |
56.6% |
272 |
49.4% |
Euro |
221 |
38.4% |
261 |
47.6% |
Sterling |
29 |
5.0% |
16 |
3.0% |
Total |
575 |
100.0% |
549 |
100.0% |
Investments
Total new investments of £104m during the period, of which 16%
(£17.0m) were alongside ICG. New investment by category detailed in
the table below:
Investment Category |
Cost (£m) |
% of New Investments |
Primary |
£57.8m |
55.4% |
Direct |
£43.8m |
42.0% |
Secondary |
£2.7m |
2.6% |
Total |
£104.4m |
100.0% |
The five largest underlying new investments in
the period were as follows:
Investment |
Description |
Manager |
Country |
Cost £m1 |
Datasite |
Provider of SaaS software focused on virtual data rooms |
ICG |
United States |
24.6 |
Visma |
Provider of business
management software and outsourcing services |
HgCapital |
Norway |
14.9 |
Audiotonix |
Manufacturer of audio mixing
consoles |
PAI Partners |
United Kingdom |
12.8 |
Eque2 |
Developer of enterprise
resource planning software intended for construction and
contracting industries |
Bowmark |
United Kingdom |
3.4 |
Multiversity |
Provider of online higher education |
CVC |
Italy |
2.9 |
Total of top 5 largest underlying new
investments |
58.6 |
1 Represents ICG Enterprise Trust's indirect
investment (share of fund cost) plus any direct investments in the
period.
Growth
The portfolio grew by £51 million (+3.8%) on a Local Currency Basis
in the six months to 31 July 2024.
Growth across the Portfolio was split as follows:
- By investment type: growth was
spread across Primary (3.6%), Secondary (2.5%) and Direct
(5.0%)
- By geography: North America and
Europe experienced similar growth
The growth in the Portfolio is underpinned by
the performance of our Portfolio companies, which delivered robust
financial performance during the period:
|
Top 30 |
Enlarged Perimeter |
Portfolio coverage |
40% |
63% |
Last Twelve Months ('LTM') revenue growth |
6.8% |
9.4% |
LTM EBITDA growth |
10.4% |
13.9% |
Net Debt / EBITDA |
4.3x |
4.4x |
Enterprise Value / EBITDA |
15.3x |
14.9x |
Note: values are weighted averages for the respective portfolio
segment; see Glossary for definition and calculation
methodology |
Quoted company exposure
We do not actively invest in publicly quoted
companies but gain listed investment exposure when IPOs are used as
a route to exit an investment. In these cases, exit timing
typically lies with the manager with whom we have invested.
At 31 July 2024, ICG Enterprise Trust’s exposure
to quoted companies was valued at £60m, equivalent to 4.3% of the
Portfolio value (31 January 2024: 4.8%). Across the Portfolio,
quoted positions resulted in a £4m increase in Portfolio NAV during
the period. The share price of our largest listed exposure, Chewy,
increased by 36% in local currency (USD) during the period. This
positively impacted the Portfolio Return on a Local Currency Basis
by approximately 0.5%.
At 31 July 2024 Chewy was the only quoted
investment that individually accounted for 0.5% or more of the
Portfolio value:
Company |
Ticker |
31 July 2024
% of Portfolio value |
Chewy |
CHWY-US |
1.6% |
Other companies |
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2.7% |
Total |
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4.3% |
Realisations
During the first half of FY25, the ICG Enterprise Trust Portfolio
generated Total Realisation Proceeds of £86m.
Realisation activity during the period included
nine Full Exits generating proceeds of £48.7m. These were completed
at a weighted average Uplift to Carrying Value of 25.8% and
represent a weighted average Multiple to Cost of 3.1x for those
investments.
The five largest underlying realisations in the period were as
follows:
Realisation |
Description |
Manager |
Country |
Proceeds £m |
Vettafi |
Provider of financial indices and data |
ICG |
United States |
10.3 |
Visma |
Provider of business
management software |
ICG |
Norway |
8.2 |
Datasite |
Provider of SaaS software focused
on virtual data rooms |
ICG |
United States |
7.8 |
Compass Community |
Provider of children's fostering
services |
Graphite |
United Kingdom |
7.4 |
Iris |
Provider of software for the
accountancy and payroll sectors |
ICG |
United Kingdom |
7.0 |
Total of 5 largest underlying realisations |
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40.7 |
Balance sheet and liquidity
Net assets at 31 July 2024 were £1,274m, equal
to 1,946p per share.
At 31 July 2024, the drawn debt was £93.3m (31
January 2024: £20.0m), resulting in a net debt position of £76.4m
(31 January 2024: £8.8m). At 31 July 2024, the Portfolio
represented 110.1% of net assets (31 January 2024: 105.1%).
|
£m |
% of net assets |
Portfolio |
1,402 |
110.1% |
Cash |
17 |
1.3% |
Drawn debt |
(93) |
(7.3%) |
Co-investment Incentive Scheme
Accrual |
(47) |
(3.7%) |
Other
net current liabilities |
(5) |
(0.4%) |
Net assets |
1,274 |
100.0% |
Our objective is to be fully invested through
the cycle, while ensuring that we have sufficient financial
resources to be able to take advantage of attractive investment
opportunities as they arise.
At 31 July 2024, ICG Enterprise Trust had a cash
balance of £16.9m (31 January 2024: £11.2m) and total available
liquidity of £125.7m (31 January 2024: £195.9m).
|
£m |
Cash at 31 January 2024 |
11 |
Total Proceeds |
86 |
New investments |
(104) |
Debt drawn down |
74 |
Shareholder returns |
(33) |
Management fees |
(8) |
FX and
other expenses |
(10) |
Cash at 31 July 2024 |
17 |
Available undrawn debt facilities |
109 |
Total available liquidity |
126 |
Dividend and share buyback
ICG Enterprise Trust has a progressive dividend policy alongside
two share buyback programmes to return capital to shareholders.
Progressive dividend policy (since
2017)
The Board has declared a dividend of 8.5p per share in respect of
the second quarter, taking total dividends for the period to 17p
(H1 FY24: 16p). It remains the Board's intention to declare total
dividends of at least 35p per share for the financial year,
implying an increase of 6% on the previous financial year (FY24:
33p).
Long-term share buyback programme (since
2022)
The following purchases have been made under the Company's
long-term share buyback programme:
Buyback activity summary |
H1 FY25 |
Since 19 October
20221 |
Number of shares purchased |
920,000 |
2,432,188 |
Aggregate consideration |
£11.0m |
£28.5m |
Weighted average discount to last reported NAV |
38.3% |
38.7% |
1 Being
the date the long-term share buyback programme was announced, up to
and including 1 October 2024
Note: aggregate consideration excludes commission, PTM and
SDRT |
The Board believes the buyback programme
demonstrates the Manager’s discipline around capital allocation;
underlines the Board’s confidence in the long-term prospects of the
Company, its cashflows and NAV; will enhance the NAV per share;
and, over time, may positively influence the volatility of the
Company’s discount and its trading liquidity.
Opportunistic share buyback programme (since
May 2024)
During the period, the Board announced an opportunistic share
buyback programme for FY25 of up to £25m. This will enable us to
take advantage of current trading levels, when the ability to
purchase shares in meaningful size at a significant discount
presents itself. The following purchases have been made under this
programme:
Buyback activity summary |
H1 FY25 |
Since 8 May 20241 |
Number of shares purchased |
835,000 |
993,000 |
Aggregate consideration |
£10.0m |
£11.9m |
Weighted average discount to last reported NAV |
37.2% |
37.2% |
1 Being
the date the opportunistic share buyback programme was announced,
up to and including 1 October 2024
Note: aggregate consideration excludes commission, PTM and
SDRT |
Foreign exchange rates
The details of relevant FX rates applied in this report are
provided in the table below:
|
Average rate 6 months to |
Period end rate |
|
31 July 2024 |
31 July 2023 |
31 July 2024 |
31 July 2023 |
GBP:EUR |
1.1738 |
1.1465 |
1.1875 |
1.1671 |
GBP:USD |
1.2678 |
1.2445 |
1.2856 |
1.2836 |
EUR:USD |
1.0801 |
1.0854 |
1.0826 |
1.0997 |
Activity since the period end
Notable activity between 1 August 2024 and 31 August 2024
included:
- No new fund commitments
- New investments of £3.5m
- Realisation Proceeds of £9.2m
ICG Private Equity Fund Investments Team
7 October 2024
SUPPLEMENTARY INFORMATION
This section presents supplementary information
regarding the Portfolio (see Manager’s Review and the Glossary for
further details and definitions).
Portfolio composition
Portfolio by calendar year of investment |
% of value of underlying investments
31 July 2024 |
% of value of underlying investments
31 July 2023 |
2024 |
6.7% |
—% |
2023 |
7.4% |
2.3% |
2022 |
17.7% |
17.0% |
2021 |
26.2% |
27.4% |
2020 |
9.5% |
10.7% |
2019 |
11.6% |
12.7% |
2018 |
8.0% |
10.7% |
2017 |
2.6% |
6.2% |
2016 |
2.9% |
4.0% |
2015
and older |
7.4% |
9.0% |
Total |
100.0% |
100.0% |
Portfolio by sector |
% of value of underlying investments
31 July 2024 |
% of value of underlying investments
31 July 2023 |
TMT |
28.7% |
24.1% |
Consumer goods and
services |
18.3% |
20.9% |
Healthcare |
10.7% |
13.2% |
Business services |
12.9% |
12.9% |
Industrials |
8.2% |
8.1% |
Education |
5.3% |
5.4% |
Financials |
7.6% |
6.0% |
Leisure |
4.4% |
4.8% |
Other |
3.9% |
4.6% |
Total |
100.0% |
100.0% |
Portfolio by fund currency1 |
31 July 2024
£m |
31 July 2024
% |
31 July 2023
£m |
31 July 2023
% |
US Dollar |
701.0 |
50.0% |
671.3 |
48.0% |
Euro |
566.2 |
40.4% |
612.0 |
43.8% |
Sterling |
134.6 |
9.6% |
115.2 |
8.2% |
Other |
0.0 |
—% |
0.3 |
—% |
Total |
1,401.8 |
100.0% |
1,398.8 |
100.0% |
1 Currency
exposure by reference to the reporting currency of each fund . |
Portfolio Dashboard
The tables below provide disclosure on the
composition and dispersion of financial and operational performance
for the Top 30 and the Enlarged Perimeter. At 31 July 2024, the Top
30 Companies represented 40% of the Portfolio by value and the
Enlarged Perimeter represented 63% of total Portfolio value. This
information is prepared on a value-weighted basis, based on
contribution to Portfolio value at 31 July 2024.
|
% of value at 31 July 2024 |
Sector exposure |
Top 30 |
Enlarged Perimeter |
TMT |
33.0% |
28.6% |
Industrials |
16.0% |
9.0% |
Consumer goods and
services |
15.7% |
18.1% |
Business services |
10.8% |
14.8% |
Healthcare |
8.2% |
10.3% |
Leisure |
6.9% |
5.4% |
Education |
6.0% |
6.4% |
Financials |
3.4% |
4.1% |
Other |
— % |
3.3% |
Total |
100.0% |
100.0% |
|
% of value at 31 July 2024 |
Geographic exposure1 |
Top 30 |
Enlarged Perimeter |
North America |
40.3% |
43.5% |
Europe |
53.6% |
52.1% |
Other |
6.1% |
4.4% |
Total |
100.0% |
100.0% |
1 Geographic exposure is calculated by reference to the location of
the headquarters of the underlying Portfolio companies |
|
|
% of value at 31 July 2024 |
LTM revenue growth |
Top 30 |
Enlarged Perimeter |
<0% |
20.2% |
21.0% |
0-10% |
48.6% |
38.9% |
10-20% |
25.9% |
24.5% |
20-30% |
5.3% |
8.8% |
>30% |
—% |
4.1% |
n.a. |
—% |
2.6% |
Weighted average |
6.8% |
9.4% |
Note: for consistency, any excluded investments are excluded for
all dispersion analysis. |
|
|
% of value at 31 July 2024 |
LTM EBITDA growth |
Top 30 |
Enlarged Perimeter |
<0% |
21.4% |
22.7% |
0-10% |
23.2% |
20.1% |
10-20% |
31.4% |
26.2% |
20-30% |
11.1% |
11.1% |
>30% |
13.0% |
17.0% |
n.a |
—% |
2.9% |
Weighted average |
10.4% |
13.9% |
Note: for consistency, any excluded investments are excluded for
all dispersion analysis.
|
|
|
% of value at 31 July 2024 |
EV/EBITDA multiple |
Top 30 |
Enlarged Perimeter |
0-10x |
8.3% |
10.3% |
10-12x |
25.9% |
21.6% |
12-13x |
2.5% |
4.5% |
13-15x |
22.5% |
21.2% |
15-17x |
18.9% |
18.0% |
17-20x |
5.4% |
7.8% |
>20x |
16.5% |
13.3% |
n.a. |
—% |
3.4% |
Weighted average |
15.3x |
14.9x |
Note: for consistency, any excluded investments are excluded for
all dispersion analysis.
|
|
|
% of value at 31 July 2024 |
Net Debt / EBITDA |
Top 30 |
Enlarged Perimeter |
<2x |
23.6% |
18.5% |
2-4x |
20.0% |
21.0% |
4-5x |
8.1% |
12.5% |
5-6x |
13.8% |
14.9% |
6-7x |
18.5% |
15.2% |
>7x |
16.1% |
14.1% |
n.a. |
—% |
3.8% |
Weighted average |
4.3x |
4.4x |
Note: for consistency, any excluded investments are excluded for
all dispersion analysis. |
Top 30 companies
The table below presents the 30 companies in which ICG
Enterprise Trust had the largest investments by value at 31 July
2024. The valuations are gross of underlying managers fees and
carried interest.
|
Company |
Manager |
Year of investment |
Country |
Value as a % of Portfolio |
1 |
Minimax |
|
|
|
|
|
Supplier of fire protection
systems and services |
ICG |
2018 |
Germany |
3.4% |
2 |
Froneri |
|
|
|
|
|
Manufacturer and distributor of
ice cream products |
PAI Partners |
2013 / 2019 |
United Kingdom |
2.5% |
3 |
Datasite Global
Corporation |
|
|
|
|
|
Provider of SaaS software focused
on virtual data rooms |
ICG |
2024 |
United States |
2.1% |
4 |
Leaf Home
Solutions |
|
|
|
|
|
Provider of home maintenance
services |
Gridiron |
2016 |
United States |
1.7% |
5 |
Visma |
|
|
|
|
|
Provider of business management
software and outsourcing services |
Hg/
ICG |
2024 |
Norway |
1.7% |
6 |
Chewy |
|
|
|
|
|
Retailer of pet products and
services |
BC Partners |
2014 / 2015 |
United States |
1.6% |
7 |
European Camping
Group |
|
|
|
|
|
Operator of premium campsites and
holiday parks |
PAI Partners |
2021 / 2023 |
France |
1.6% |
8 |
Newton |
|
|
|
|
|
Provider of management consulting
services |
ICG |
2021 / 2022 |
United Kingdom |
1.5% |
9 |
Precisely |
|
|
|
|
|
Provider of enterprise
software |
Clearlake/
ICG |
2021 / 2022 |
United States |
1.4% |
10 |
Curium
Pharma |
|
|
|
|
|
Supplier of nuclear medicine
diagnostic pharmaceuticals |
ICG |
2020 |
United Kingdom |
1.4% |
11 |
Davies
Group |
|
|
|
|
|
Provider of speciality business
process outsourcing services |
BC Partners |
2021 |
United Kingdom |
1.4% |
12 |
IRI 2 |
|
|
|
|
|
Provider of mission-critical data
and predictive analytics to consumer goods manufacturers |
New Mountain |
2022 |
United States |
1.3% |
13 |
PSB Academy |
|
|
|
|
|
Provider of private tertiary
education |
ICG |
2018 |
Singapore |
1.2% |
14 |
Ambassador Theatre
Group |
|
|
|
|
|
Operator of theatres and
ticketing platforms |
ICG |
2021 |
United Kingdom |
1.2% |
15 |
Yudo |
|
|
|
|
|
Designer and manufacturer of hot
runner systems |
ICG |
2017 / 2018 |
South Korea |
1.2% |
16 |
Domus |
|
|
|
|
|
Operator of retirement homes |
ICG |
2017 / 2021 |
France |
1.2% |
17 |
David Lloyd
Leisure |
|
|
|
|
|
Operator of premium health
clubs |
TDR |
2013 / 2020 |
United Kingdom |
1.2% |
18 |
Crucial
Learning |
|
|
|
|
|
Provider of corporate training
courses focused on communication skills and leadership
development |
Leeds Equity |
2019 |
United States |
1.2% |
19 |
ECA Group |
|
|
|
|
|
Provider of autonomous systems
for the aerospace and maritime sectors |
ICG |
2022 |
France |
1.1% |
20 |
Planet
Payment |
|
|
|
|
|
Provider of integrated payments
services focused on hospitality and luxury retail |
Advent/
Eurazeo/
ICG |
2021 |
Ireland |
1.0% |
21 |
Ivanti |
|
|
|
|
|
Provider of IT management
solutions |
Charlesbank/
ICG |
2021 |
United States |
1.0% |
22 |
Class
Valuation |
|
|
|
|
|
Provider of residential mortgage
appraisal management services |
Gridiron |
2021 |
United States |
1.0% |
23 |
Vistage |
|
|
|
|
|
Provider of CEO leadership and
coaching for small and mid-size businesses in the US |
Gridiron/
ICG |
2022 |
United States |
0.9% |
24 |
Audiotonix |
|
|
|
|
|
Manufacturer of audio mixing
consoles |
PAI Partners |
2024 |
United Kingdom |
0.9% |
25 |
KronosNet |
|
|
|
|
|
Provider of tech-enabled customer
engagement and business solutions |
ICG |
2022 |
Spain |
0.9% |
26 |
Brooks
Automation |
|
|
|
|
|
Provider of semiconductor
manufacturing solutions |
THL |
2021 / 2022 |
United States |
0.9% |
27 |
DigiCert |
|
|
|
|
|
Provider of enterprise security
solutions |
ICG |
2021 |
United States |
0.9% |
28 |
AML
RightSource |
|
|
|
|
|
Provider of compliance and
regulatory services and solutions |
Gridiron |
2020 |
United States |
0.8% |
29 |
Archer
Technologies |
|
|
|
|
|
Operator of private
hospitals |
Cinven |
2023 |
United States |
0.8% |
30 |
AMEOS Group |
|
|
|
|
|
Operator of private hospitals |
ICG |
2021 |
Switzerland |
0.7% |
|
Total of the 30 largest underlying
investments |
|
|
|
39.7% |
The 30 largest fund investments by value
The table below presents the 30 largest fund
investments by value at 31 July 2024. The valuations are net of
underlying managers’ fees and carried interest.
|
Fund |
Year of commitment |
Value £m |
Outstanding commitment £m |
1 |
PAI Strategic Partnerships ** |
|
|
|
|
Mid-market and large buyouts |
2019 |
32.2 |
0.2 |
2 |
ICG Strategic Equities
Fund III |
|
|
|
|
GP-led secondary
transactions |
2018 |
31.1 |
10.8 |
3 |
CVC European Equity
Partners VII |
|
|
|
|
Large buyouts |
2017 |
29.4 |
1.1 |
4 |
ICG Strategic Equities
Fund IV |
|
|
|
|
GP-led secondary
transactions |
2021 |
27.6 |
9.9 |
5 |
Gridiron Capital Fund
III |
|
|
|
|
Mid-market buyouts |
2016 |
26.4 |
4.0 |
6 |
ICG Europe
VII |
|
|
|
|
Mezzanine and equity in
mid-market buyouts |
2018 |
29.3 |
5.0 |
7 |
ICG Ludgate Hill (Feeder
B) SCSp |
|
|
|
|
Secondary portfolio |
2021 |
24.8 |
13.7 |
8 |
PAI Europe
VII |
|
|
|
|
Mid-market and large buyouts |
2017 |
24.4 |
2.6 |
9 |
Gridiron Capital Fund
IV |
|
|
|
|
Mid-market buyouts |
2019 |
24.0 |
0.6 |
10 |
Resolute IV |
|
|
|
|
Mid-market buyouts |
2018 |
23.3 |
1.0 |
11 |
ICG Augusta Partners
Co-Investor ** |
|
|
|
|
Secondary fund
restructurings |
2018 |
21.9 |
17.1 |
12 |
Seventh
Cinven |
|
|
|
|
Large buyouts |
2019 |
20.2 |
0.7 |
13 |
ICG Ludgate Hill
III |
|
|
|
|
Secondary portfolio |
2022 |
20.0 |
5.5 |
14 |
ICG Europe
VIII |
|
|
|
|
Mezzanine and equity in
mid-market buy-outs |
2021 |
19.3 |
16.9 |
15 |
Oak Hill V |
|
|
|
|
Mid-market buyouts |
2019 |
18.2 |
0.9 |
16 |
Advent Global Private
Equity IX |
|
|
|
|
Large buyouts |
2019 |
17.0 |
0.8 |
17 |
Graphite Capital Partners
IX |
|
|
|
|
Mid-market buyouts |
2018 |
17.0 |
3.0 |
18 |
Graphite Capital Partners
VIII * |
|
|
|
|
Mid-market buyouts |
2013 |
20.9 |
1.8 |
19 |
Resolute V |
|
|
|
|
Mid-market buy-outs |
2021 |
16.1 |
1.3 |
20 |
AEA VII |
|
|
|
|
Mid-market buyouts |
2019 |
16.1 |
0.5 |
21 |
Sixth Cinven
Fund |
|
|
|
|
Large buyouts |
2016 |
15.3 |
2.9 |
22 |
ICG Ludgate Hill (Feeder)
II Boston SCSp |
|
|
|
|
Secondary portfolio |
2022 |
14.9 |
5.2 |
|
|
|
|
|
23 |
Permira VII |
|
|
|
|
Large buyouts |
2019 |
14.0 |
1.3 |
24 |
Investindustrial
VII |
|
|
|
|
Mid-market buyouts |
2019 |
13.8 |
4.3 |
25 |
BC European Capital
X |
|
|
|
|
Large buyouts |
2016 |
13.3 |
1.4 |
26 |
ICG LP Secondaries Fund I
LP |
|
|
|
|
LP-led secondary
transactions |
2022 |
13.0 |
38.2 |
27 |
New Mountain Partners
VI |
|
|
|
|
Mid-market buy-outs |
2020 |
12.4 |
1.2 |
28 |
Bowmark Capital Partners
VI |
|
|
|
|
Mid-market buyouts |
2018 |
12.3 |
3.4 |
29 |
New Mountain Partners
V |
|
|
|
|
Mid-market buyouts |
2017 |
11.4 |
1.1 |
30 |
CVC Capital Partners
VIII |
|
|
|
|
Large buyouts |
2020 |
11.4 |
2.2 |
|
Total of the largest 30 fund investments |
|
591.1 |
158.6 |
|
Percentage of total investment Portfolio |
|
42.0% |
- |
* Includes the associated top up funds
** All or part of interest acquired through a
secondary purchase
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties facing the Company are
substantially the same as those disclosed in the Strategic Report
and in the notes to the Financial Statements in the Company’s
latest Annual Report for the year ended 31 January 2024 which was
approved by the Board on 7 May 2024.
The Company considers its principal risks (as well as several
underlying risks comprising each principal risk) in four
categories:
Investment risks: the risk to performance
resulting from ineffective or inappropriate investment selection,
execution or monitoring.
External risks: the risk of failing to deliver
the Company’s investment objective and strategic goals due to
external factors beyond the Company’s control.
Operational risks: the risk of loss resulting
from inadequate or failed internal processes, people or systems and
external event, including regulatory risk.
Financial risks: the risks of adverse impact on
the Company due to having insufficient resources to meet its
obligations or counterparty failure and the impact any material
movement in foreign exchange rates may have on underlying
valuations.
A comprehensive risk assessment process is undertaken regularly
to re-evaluate the impact and probability of each risk
materialising and the strategic, financial and operational impact
of the risk. Where the residual risk is determined to be outside of
appetite, appropriate action is taken.
In addition to these, emerging risks are regularly considered to
assess any potential impact on the Company and to
determine whether any actions are required. The Board also
regularly considers the evolution of requirements and standards
relating to ESG and responsible investing.
Related Party Transactions
There have been no material changes in the
related party transactions described in the 31 January 2024 Annual
Report.
Directors’ Responsibility
Statement
The Directors are responsible for preparing the Interim Report,
in accordance with applicable laws and regulations. The Directors
confirm that, to the best of their knowledge:
- The condensed interim financial
statements have been prepared in accordance with UK-adopted IAS 34
Interim condensed financial statements and gives a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company;
- The Chair’s Statement and
Manager’s Review includes a fair review of the information required
by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed interim financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
- The interim financial statements
include a fair review of the information required by DTR 4.28R of
the Disclosure Guidance and Transparency Rules, being related party
transactions that have taken place in the first six months of the
financial year and that have materially affected the financial
position or performance of the Company during that period, and any
changes in the related party transactions described in the last
Annual Report that could do so.
The Interim Report was approved by the Board and the above
Directors’ Responsibility Statement was signed on its behalf by the
Chair.
Jane Tufnell
Chair
7 October 2024
Unaudited Interim Financial Statements for the period
ended 31 July 2024
INTERIM CONDENSED FINANCIAL STATEMENTS
Income statement
Half year to 31 July 2024
(Unaudited) |
Half year to 31 July 2023
(Unaudited) |
|
|
|
|
|
|
|
|
|
Notes
|
Revenue
return
£’000
|
Capital return
£’000
|
Total
£’000
|
Revenue
return
£’000
|
Capital return
£’000
|
Total
£’000
|
Investment returns |
|
|
|
|
|
|
|
Income, gains and losses on
investments |
|
254 |
34,697 |
34,951 |
481 |
19,267 |
19,748 |
Deposit interest |
|
29 |
- |
29 |
324 |
- |
324 |
Other income |
|
5 |
- |
5 |
78 |
- |
78 |
Foreign
exchange gains and losses |
|
- |
741 |
741 |
- |
38 |
38 |
|
|
288 |
35,438 |
35,726 |
883 |
19,305 |
20,188 |
Expenses |
|
|
|
|
|
|
|
Investment management
charges |
|
(797) |
(7,172) |
(7,969) |
(802) |
(7,219) |
(8,021) |
Other
expenses including finance costs |
|
(1,283) |
(3,481) |
(4,764) |
(1,320) |
(3,899) |
(5,219) |
|
|
(2,080) |
(10,653) |
(12,733) |
(2,122) |
(11,118) |
(13,240) |
|
|
|
|
|
|
|
|
Profit/(loss) before
tax |
|
(1,792) |
24,785 |
22,993 |
(1,239) |
8,187 |
6,948 |
Taxation |
|
- |
- |
- |
1,837 |
(1,837) |
- |
Profit/(loss) for the period |
|
(1,792) |
24,785 |
22,993 |
598 |
6,350 |
6,948 |
Attributable to: |
|
|
|
|
|
|
|
Equity shareholders |
|
(1,792) |
24,785 |
22,993 |
598 |
6,350 |
6,948 |
Basic and diluted earnings per share |
|
|
|
34.67p |
|
|
10.21p |
The columns headed ‘Total’ represent the income statement for
the relevant financial years and the columns headed ‘Revenue
return’ and ‘Capital return’ are supplementary information in line
with guidance published by the AIC. There is no Other Comprehensive
Income.
All profits are from continuing operations.
The notes on pages 25 to 27 form an integral
part of the interim financial statements.
Balance sheet
|
Notes |
31 July
2024
(unaudited)
£’000 |
31 January
2024
(audited)
£’000 |
Non-current assets |
|
|
|
Investments held at fair value |
7 |
1,362,012 |
1,296,382 |
Current assets |
|
|
|
Cash and cash equivalents |
|
9,789 |
9,722 |
Prepayments and receivables |
|
1,920 |
2,258 |
|
|
11,709 |
11,980 |
Current liabilities |
|
|
|
Borrowings |
|
(93,305) |
(20,000) |
Payables |
|
(6,894) |
(5,139) |
|
|
(100,199) |
(25,139) |
Net current assets/(liabilities) |
|
(88,490) |
(13,159) |
Total assets less current liabilities |
|
1,273,522 |
1,283,223 |
Capital and reserves |
|
|
|
Share capital |
|
7,292 |
7,292 |
Capital redemption
reserve |
|
2,112 |
2,112 |
Share premium |
|
12,936 |
12,936 |
Capital reserve |
|
1,255,707 |
1,263,616 |
Revenue
Loss |
|
(4,525) |
(2,733) |
Total equity |
|
1,273,522 |
1,283,223 |
Net asset value per share (basic and diluted) |
6 |
1,946.4p |
1,909.4 |
The notes on pages 25 to 27 form an integral
part of the interim financial statements.
The financial statements on pages 21 to 27 were
approved by the Board of Directors on 7 October 2024 and signed on
its behalf by:
Jane
Tufnell Alastair
Bruce
Director Director
Cash flow statement
|
Half year to
31 July 2024
(unaudited)
£’000 |
Half year to
31 July 2023
(unaudited)
(restated)
£’000 |
Operating activities |
|
|
Sale of portfolio
investments |
9,287 |
15,737 |
Purchase of portfolio
investments |
(23,295) |
(13,705) |
Cash flow to subsidiaries'
investments |
(89,643) |
(52,921) |
Cash flow from subsidiaries'
investments |
72,870 |
77,331 |
Interest income received from
portfolio investments |
200 |
294 |
Dividend income received from
portfolio investments |
52 |
296 |
Other income received |
34 |
401 |
Investment management charges
paid |
(8,006) |
(7,488) |
Other
expenses paid |
(1,007) |
(2,892) |
Net cash (outflow)/ inflow from operating
activities |
(39,508) |
17,053 |
Financing activities |
|
|
Bank facility fee paid |
(1,362) |
(1,628) |
Interest paid |
(414) |
(2,903) |
Credit Facility utilised |
92,378 |
90,087 |
Credit Facility repaid |
(18,412) |
(82,476) |
Purchase of shares into
treasury |
(21,456) |
(6,477) |
Equity
dividends paid |
(11,238) |
(10,886) |
Net cash inflow/ (outflow) from financing
activities |
39,496 |
(14,282) |
Net (decrease)/ increase in cash and cash
equivalents |
(12) |
2,771 |
Cash and cash equivalents at beginning of
year |
9,722 |
20,694 |
Net (decrease)/ increase in
cash and cash equivalents |
(12) |
2,771 |
Effect
of changes in foreign exchange rates |
79 |
39 |
Cash and cash equivalents at end of period |
9,789 |
23,504 |
The notes on pages 25 to 27 form an integral part of the interim
financial statements.
Statement of changes in equity
|
Share capital
£’000 |
Capital redemption
reserve
£’000 |
Share premium
£’000 |
Capital reserve
£’000 |
Revenue
reserve
£’000 |
Total
shareholders’
equity
£’000 |
Half year
to 31 July 2024
(Unaudited) |
Opening balance at 1 February
2024 |
7,292 |
2,112 |
12,936 |
1,263,616 |
(2,733) |
1,283,223 |
Profit for the period and
total comprehensive income |
— |
— |
— |
24,785 |
(1,792) |
22,993 |
Dividends paid or
approved |
— |
— |
— |
(11,238) |
— |
(11,238) |
Purchase of shares into treasury |
— |
— |
— |
(21,456) |
— |
(21,456) |
Closing balance at 31 July 2024 |
7,292 |
2,112 |
12,936 |
1,255,707 |
(4,525) |
1,273,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
£’000 |
Capital redemption
reserve
£’000 |
Share premium
£’000 |
Capital reserve
£’000 |
Revenue
reserve
£’000 |
Total
shareholders’
equity
£’000 |
Half year
to 31 July 2023
(Unaudited) |
Opening balance at 1 February
2023 |
7,292 |
2,112 |
12,936 |
1,279,751 |
(1,473) |
1,300,618 |
Profit for the period and
total comprehensive income |
— |
— |
— |
6,350 |
597 |
6,948 |
Dividends paid or
approved |
— |
— |
— |
(10,886) |
— |
(10,886) |
Purchase of shares into treasury |
— |
— |
— |
(6,420) |
— |
(6,420) |
Closing balance at 31 July 2023 |
7,292 |
2,112 |
12,936 |
1,268,795 |
(875) |
1,290,260 |
The notes on pages 25 to 27 form an integral part of the
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 July 2024
1 GENERAL INFORMATION
These interim condensed financial statements
relate to ICG Enterprise Trust Plc (‘the Company’). ICG Enterprise
Trust Plc is registered in England and Wales and is incorporated in
the United Kingdom. The Company is domiciled in the United Kingdom
and its registered office is Procession House, 55 Ludgate Hill,
London EC4M 7JW. The Company’s objective is to provide long-term
growth by investing in private companies managed by leading private
equity managers.
2 FINANCIAL INFORMATION
The interim condensed financial statements are
unaudited and do not comprise statutory accounts within the meaning
of section 434 of the Companies Act 2006. Within the notes to the
interim condensed financial statements, all current and comparative
data covering the period to (or as at) 31 July 2024 is unaudited.
Data given in respect of the year to 31 January 2024
is audited. The statutory accounts for the year to 31 January 2024
have been reported on by Ernst & Young LLP and delivered to the
Registrar of Companies. The report of the auditors was (i)
unqualified, (ii) did not contain an emphasis of matter paragraph,
and (iii) did not contain any statements under section 498(2) or
(3) of the Companies Act 2006.
3 BASIS OF PREPARATION
The interim financial statements have been
prepared in accordance with UK-adopted IAS 34 Interim financial
Reporting (IAS 34) and on the basis of the accounting policies and
methods of computation set out in the financial statements of the
Company for the year to 31 January 2024.
The financial information for the year ended 31
January 2024 was prepared in accordance with UK-adopted
International Accounting Standards (‘UK-IAS’) and the Statement of
Recommended Practice ('SORP') for investment trusts issued by the
Association of Investment Companies in July 2022.
The Company comprises one operating segment which is also a
reporting segment.
Going concern
These financial statements have been prepared on
a going concern basis. In making their going concern assessment,
the Directors have considered the potential impact of principal
risks on the Company’s business activities; the Company’s net cash
position; the availability of the Company’s credit facility and
compliance with its covenants; and the Company’s cash flow
projections, in particular those arising from committed but undrawn
commitments.
The Directors have concluded based on the above
assessment that the preparation of the interim condensed financial
statements on a going concern basis, to 31 October 2025, a period
of more than 12 months from the signing of the interim condensed
financial statements, continues to be appropriate.
4 DIVIDENDS
|
Half year to
31 July
2024
£’000 |
Half year to
31 July
2023
£’000 |
Third Quarterly dividend in respect of year ended 31 January 2024
of 8.0p per share (2023: 7.0p) |
5,345 |
4,781 |
Final dividend in respect of
year ended 31 January 2024 of 9.0p per share (2023: 9.0p) |
5,894 |
6,105 |
Total |
11,239 |
10,886 |
The Board has approved an interim dividend for
the quarter to 30 April 2024 of 8.5p per share (totalling £5.56m)
which has been paid on 30 August to shareholders on the register on
16 August 2024. The Board has proposed a second interim dividend of
8.5p per share in respect of the year ended 31 January 2025 which
will be paid on 29 November 2024 to shareholders on the register at
the close of business on 15 November 2024.
5 EARNINGS PER SHARE
Earnings per share |
Half year to 31 July 2024 |
Half year to 31 July 2023 |
Revenue return per ordinary share |
(2.70)p |
0.88p |
Capital return per ordinary
share |
37.38p |
9.33p |
Earnings per ordinary share
(basic and diluted) |
34.67p |
10.21p |
Weighted average number of shares |
66,310,774 |
68,040,279 |
Revenue return per ordinary share is calculated
by dividing the revenue return attributable to equity shareholders
of £-1.8m (2023: £0.6m) by the weighted average number of ordinary
shares outstanding during the year.
Capital return per ordinary share is calculated
by dividing the capital return attributable to equity shareholders
of £24.8m (2023: £6.4m) by the weighted average number of ordinary
shares outstanding during the year.
Basic and diluted earnings per ordinary share
are calculated by dividing the earnings attributable to equity
shareholders of £23.0m (2023: £6.9m) by the weighted average number
of ordinary shares outstanding during the year..
The weighted average number of ordinary shares
outstanding (excluding those held in treasury) during the year was
66,310,774 (2023: 68,040,279). There were no potentially dilutive
shares, such as options or warrants, in either year.
6 NET ASSET VALUE PER SHARE
The net asset value per share is calculated on
equity attributable to equity holders of £1,273.5m (31 January
2024: £1,300.6m) and on 65,429,867 (31 January 2024: 67,204,867)
ordinary shares in issue at the period end. There were no
potentially dilutive shares, such as options or warrants, at either
year end. Calculated on both the basic and diluted basis the net
asset value per share was 1,946.4p (31 January 2024: 1,909.4p).
7 FAIR VALUE ESTIMATION
IFRS 13 requires disclosure of fair value
measurements of financial instruments categorised according to the
following fair value measurement hierarchy:
- Quoted prices (unadjusted) in
active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices
included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that
is, derived from prices) (level 2).
- Inputs for the asset or liability
that are not based on observable market data (that is, unobservable
inputs) (level 3).
The valuation techniques applied to level 3
assets are described in note 1(c) of the annual financial
statements. No investments were categorised as level 1 or level
2.
The Company’s policy is to recognise transfers
into and transfers out of fair value hierarchy levels at the end of
the reporting year when they are deemed to occur.
The following table presents the assets that are
measured at fair value at 31 July 2024 and 31 January 2024:
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
31 July 2024 |
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
Investments held at fair value |
|
|
|
|
|
|
|
Unquoted investments |
- |
|
- |
|
281,766 |
|
281,766 |
Quoted investments |
- |
|
- |
|
- |
|
- |
Subsidiary undertakings |
- |
|
- |
|
1,080,246 |
|
1,080,246 |
Total investments held at fair value |
- |
|
- |
|
1,362,012 |
|
1,362,012 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
31 January 2024 |
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
Investments held at fair value |
|
|
|
|
|
|
|
Unquoted investments |
- |
|
- |
|
260,296 |
|
260,296 |
Quoted investments |
- |
|
- |
|
- |
|
- |
Subsidiary undertakings |
- |
|
- |
|
1,036,086 |
|
1,036,086 |
Total investments held at fair value |
- |
|
- |
|
1,296,382 |
|
1,296,382 |
All unquoted and quoted investments are valued
at fair value in accordance with IFRS 13. The Company has no quoted
investments as at 31 July 2024; quoted investments held by
subsidiary undertakings are reported within Level 3.
Investments in level 3 securities are in respect
of private equity fund investments and co-investments. These are
held at fair value and are calculated using valuations provided by
the underlying manager of the investment, with adjustments made to
the statements to take account of cash flow events occurring after
the date of the manager’s valuation, such as realisations or
liquidity adjustments.
The following tables present the changes in
level 3 instruments for the period ended 31 July 2024 and 31 July
2023.
|
Half year to
31 July 2024
£’000 |
Half year to
31 July 2023
£’000 |
Opening balances |
1,296,382 |
1,349,075 |
Additions |
104,356 |
64,055 |
Disposals |
(82,158) |
(86,090) |
Gains and losses recognised in profit or loss |
43,432 |
15,617 |
Closing balances |
1,362,012 |
1,342,657 |
GLOSSARY
Term |
Short form |
Definition |
Alternative Performance Measures
|
APMs |
Alternative Performance Measures are a term defined by the European
Securities and Markets Authority as “financial measures of
historical or future performance, financial position, or cash
flows, other than a financial measure defined or specified in the
applicable financial reporting framework”.
APMs are used in this report if considered by the Board and the
Manager to be the most relevant basis for shareholders in assessing
the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account
industry practice.
Definitions and reconciliations to IFRS measures are provided in
the main body of the report or in this Glossary, where
appropriate.
|
Carried Interest |
|
Carried interest is equivalent to a performance fee. This
represents a share of the profits that will accrue to the
underlying private equity managers, after achievement of an agreed
Preferred Return. |
Cash drag |
|
Cash drag is the negative impact on performance arising as a result
of the allocation of a portion of the entity’s assets to cash. |
Co-investment |
|
Co-investment is a Direct Investments in a company alongside a
private equity fund. |
Co-investment Incentive Scheme Accrual |
|
Co-investment Incentive Scheme Accrual represents the estimated
value of interests in the Co-investment Incentive Scheme operated
by the subsidiary partnerships of the Company. |
Commitment |
|
Commitment represents the amount of capital that each investor
agrees to contribute to a fund or a specific investment. |
Compound Annual Growth Rate |
CAGR |
The rate of return that would be required for an investment to grow
from its beginning balance to its ending balance, assuming the
profits were reinvested at the end of each period of the
investment's life span. |
Deployment |
|
Please see ‘Total new investment’. |
Direct Investments |
|
An investment in a portfolio company held directly, not through a
private equity fund. Direct Investments are typically
co-investments with a private equity fund. |
Discount |
|
Discount arises when the Company’s shares trade at a price below
the Company’s NAV per Share. In this circumstance, the price that
an investor pays or receives for a share would be less than the
value attributable to it by reference to the underlying assets. The
Discount is the difference between the share price and the NAV,
expressed as a percentage of the NAV. For example, if the NAV was
100p and the share price was 90p, the Discount would be 10%. |
Dividend |
|
Dividend is a distribution of a portion of a Company’s earnings to
its shareholders. Dividends are usually paid in cash, and are
determined by the Company’s board of directors. |
Drawdowns |
|
Drawdowns are amounts invested by the Company when called by
underlying managers in respect of an existing Commitment. |
EBITDA |
|
Stands for earnings before interest, tax, depreciation and
amortisation, which is a widely used performance measure in the
private equity industry.
|
Enlarged Perimeter |
|
As well as performance metrics for our Top 30 companies, we include
data for our "Enlarged Perimeter", which represents the aggregate
value of the Top 30 Companies and as many of the managers from
within the Top 30 funds as practicable. |
Enterprise Value |
EV |
Enterprise Value is the aggregate value of a company’s entire
issued share capital and Net Debt.
|
Exclusion List |
|
The Exclusion List defines the business activities which are
excluded from investment. |
FTSE All-Share Index Total Return |
|
The change in the level of the FTSE All-Share Index, assuming that
dividends are re-invested on the day that they are paid. |
Full Exits |
|
Full Exits are exit events (e.g., trade sale, sale by public
offering, or sale to a financial buyer) following which the
residual exposure to an underlying company is zero or immaterial;
this does not include Fund Disposals. See ‘Fund Disposals’. |
Fund Disposals |
|
Fund Disposals are where the Company receives sales proceeds from
the full or partial sale of a fund position within the secondary
market. |
General Partner |
GP |
The General Partner is the entity managing a private equity fund.
This is commonly referred to as the manager.
|
Hedging |
|
Hedging is an investment technique designed to offset a potential
loss on one investment by purchasing a second investment that is
expected to perform in the opposite way.
|
Initial Public Offering |
IPO |
An Initial Public Offering is an offering by a company of its share
capital to the public with a view to seeking an admission of its
shares to a recognised stock exchange. |
Internal Rate of Return |
IRR |
Internal Rate of Return is a measure of the rate of return received
by an investor in a fund. It is calculated from cash drawn from and
returned to the investor, together with the residual value of the
investment. |
Investment Period |
|
Investment Period is the period in which funds are able to make new
investments under the terms of their fund agreements, typically up
to five years after the initial Commitment. |
Last Twelve Months |
LTM |
Last Twelve Months refers to the timeframe of the immediately
preceding 12 months in reference to financial metrics used to
evaluate the Company’s performance. |
Limited Partner
|
LP |
The Limited Partner is an institution or individual who commits
capital to a private equity fund established as a Limited
Partnership. These funds are generally protected from legal actions
and any losses beyond the original investment.
|
Limited Partnership
|
|
A Limited Partnership includes one or more General Partners, who
have responsibility for managing the business of the partnership
and have unlimited liability, and one or more Limited Partners, who
do not participate in the operation of the partnership and whose
liability is ordinarily capped at their capital and loan
contribution to the partnership. In typical fund structures, the
General Partner receives a priority share ahead of distributions to
Limited Partners.
|
Net Asset Value per Share |
NAV per Share
|
Net Asset Value per Share is the value of the Company’s net assets
attributable to one Ordinary share. It is calculated by dividing
‘shareholders’ funds’ by the total number of ordinary shares in
issue. Shareholders’ funds are calculated by deducting current and
long-term liabilities, and any provision for liabilities and
charges, from the Company’s total assets.
|
Net Debt
|
|
Net Debt is calculated as the total short-term and long-term debt
in a business, less cash and cash equivalents.
|
Ongoing Charges |
|
Ongoing Charges are calculated in line with guidance issued by the
Association of Investment Companies (‘AIC’) and capture management
fees and expenses, excluding finance costs, incurred at the Company
level only. The calculation does not include the expenses and
management fees incurred by any underlying funds.
|
Other Net Liabilities |
|
Other Net Liabilities at the aggregated Company level represent net
other liabilities per the Company’s balance sheet. Net other
liabilities per the balance sheet of the subsidiaries include
amounts payable under the Co-investment Incentive Scheme
Accrual. |
Overcommitment |
|
Overcommitment refers to where private equity fund investors make
Commitments exceeding the amount of cash immediately available for
investment. When determining the appropriate level of
Overcommitment, careful consideration needs to be given to the rate
at which Commitments might be drawn down, and the rate at which
realisations will generate cash from the existing Portfolio to fund
new investment.
|
Portfolio |
|
Portfolio represents
the aggregate of the investment Portfolios of the Company and of
its subsidiary Limited Partnerships. This APM is consistent with
the commentary in previous annual and interim reports. The Board
and the Manager consider that disclosing our Portfolio assists
shareholders in understanding the value and performance of the
underlying investments selected by the Manager. It is shown before
the Co-investment Incentive Scheme Accrual to avoid being distorted
by certain funds and Direct Investments on which ICG Enterprise
Trust Plc does not incur these costs (for example, on funds managed
by ICG plc). Portfolio is related to the NAV, which is the value
attributed to our shareholders, and which also incorporates the
Co-investment Incentive Scheme Accrual as well as the value of cash
and debt retained on our balance sheet.
The value of the Portfolio at 31 July 2024 is £1,401.8m (31 January
2024: £1,349.0m). |
|
|
31 July 2024 £m |
IFRS Balance sheet fair value |
Net assets of subsidiary limited partnerships |
Co-investment Incentive Scheme Accrual |
Total Company and subsidiary Limited Partnership |
|
|
Investments1 |
1,362.0 |
(7.5) |
47.3 |
1,401.8 |
|
|
Cash |
9.8 |
|
|
9.8 |
|
|
Other
Net Liabilities |
(98.3) |
7.5 |
(47.3) |
(138.0) |
|
|
Net assets |
1,273.5 |
|
|
1,273.5 |
|
|
|
|
|
|
|
|
|
31 January 2024 £m |
IFRS Balance sheet fair value |
Balances receivable from subsidiary Limited Partnerships
|
Co-investment Incentive Scheme Accrual |
Total Company and subsidiary Limited Partnership |
|
|
Investments1 |
1,296.4 |
(1.9) |
54.4 |
1,349.0 |
|
|
Cash |
9.7 |
|
|
9.7 |
|
|
Other
Net Liabilities |
(22.9) |
1.9 |
(54.4) |
(75.5) |
|
|
Net assets |
1,283.2 |
— |
— |
1,283.2 |
|
|
1Investments as reported on the IFRS balance sheet at
fair value comprise the total of assets held by the Company and the
net asset value of the Company’s investments in the subsidiary
Limited Partnerships. |
Portfolio Return on a Local Currency Basis |
|
Portfolio Return
on a Local Currency Basis represents the change in the valuation of
the Company’s Portfolio before the impact of currency movements and
Co-investment Incentive Scheme Accrual. The Portfolio return is
calculated as follows: |
|
|
|
£m |
31 July 2024 |
31 July 2023 |
|
|
Income, gains and
losses on Investments |
|
74.2 |
19.7 |
|
|
Foreign exchange
(losses) and gains included in losses and gains on investments |
|
(16.1) |
43.4 |
|
|
Incentive accrual valuation movement |
|
(7.2) |
1.9 |
|
|
Total
gains on Portfolio investments excluding impact of foreign
exchange |
|
50.9 |
65.0 |
|
|
Opening
Portfolio valuation |
|
1,349.0 |
1,406.4 |
|
|
Portfolio Return on a Local Currency Basis |
|
3.8% |
4.6% |
|
|
|
|
|
|
|
Term |
Short form |
Definition |
Portfolio Company |
|
Portfolio
Company refers to an individual company in an investment
portfolio. |
Premium |
|
Premium occurs when
the share price is higher than the NAV and investors would
therefore be paying more than the value attributable to the shares
by reference to the underlying assets. |
Primary Investment |
|
A Primary
Investment is a Commitment to a private equity fund. |
Quoted Company
|
|
A Quoted
Company is any company whose shares are listed or traded on a
recognised stock exchange.
|
Realisation Proceeds
|
|
Realisation Proceeds are amounts received in respect of underlying
realisation activity from the Portfolio and exclude any inflows
from the sale of fund positions via the secondary market.
|
Realisations - Multiple to Cost |
|
Realisations - Multiple to Cost is the average total return from
Full Exits from the Portfolio in the period on a primary investment
basis, weighted by total cumulative proceeds (including proceeds
received in prior periods). This measure excludes publicly listed
companies that were exited via sell downs of their shares. |
|
|
£m |
|
31 July 2024 |
31 July 2023 |
|
|
Realisation Proceeds from Full Exits in the year-to-date |
|
48.7 |
63.3 |
|
|
Cost |
|
32.9 |
16.0 |
|
|
Average total Multiple to Cost |
|
3.1x |
4.0x |
Realisations – Uplift To Carrying Value |
|
Realisations – Uplift
To Carrying Value is the aggregate uplift on Full exits from the
Portfolio in the period comparing realisation proceeds to the most
recent valuation prior to the announcements of the disposal. This
measure excludes publicly listed companies that were exited via
sell downs of their shares. |
|
|
£m |
|
31 July 2024 |
31 July 2023 |
|
|
Realisation Proceeds from Full Exits in the year-to-date |
|
48.7 |
63.3 |
|
|
Prior Carrying Value (most recent valuation prior to the
announcement of the disposal) |
|
38.7 |
53.7 |
|
|
Realisations – Uplift To Carrying Value |
|
25.8% |
17.7% |
Secondary Investments |
|
Secondary
Investments occur when existing private equity fund interests and
Commitments are purchased from an investor seeking liquidity. |
Share buyback |
|
Share
buybacks, or stock repurchases, occur when a company uses its own
funds to buy its outstanding shares in the open market, thereby
reducing the number of shares in circulation. As a result of
buybacks, existing shareholders own a greater percentage of the
company’s assets and profits. If share buybacks are executed at a
discount to NAV, the buyback will increase the NAV per Share of the
remaining shares outstanding. |
Share Price Total Return |
|
Share
Price Total Return is the change in the Company’s share price,
assuming that dividends are re-invested on the day that they are
paid.
|
Total New Investment |
|
Total New Investment
is the total of direct Co-investment and fund investment Drawdowns
in respect of the Portfolio. In accordance with IFRS 10, the
Company’s subsidiaries are deemed to be investment entities and are
included in subsidiary investments within the financial
statements.
Movements in the cash flow statement within the financial
statements reconcile to the movement in the Portfolio as
follows:
|
|
|
£m |
|
31 July 2024 |
31 July 2023 |
|
|
Purchase of Portfolio investments per cash flow statement |
|
23.3 |
15.5 |
|
|
Purchase of Portfolio investments within subsidiary
investments |
|
81.1 |
48.6 |
|
|
Total New Investment |
|
104.4 |
64.1 |
Term |
Short form |
Definition |
|
|
|
|
Total Proceeds |
|
Total Proceeds are
amounts received by the Company in respect of the Portfolio, which
may be in the form of capital proceeds or income such as interest
or dividends. In accordance with IFRS 10, the Company’s
subsidiaries are deemed to be investment entities and are included
in subsidiary investments within the financial statements. |
|
|
£m |
|
|
31 July 2024 |
31 July 2023 |
|
|
Sale of Portfolio investments per cash flow statement |
|
|
9.3 |
15.7 |
|
|
Sale of Portfolio investments,
interest received, and dividends received within subsidiary
investments |
|
|
76.8 |
77.3 |
|
|
Interest income per cash flow
statement |
|
|
0.2 |
0.3 |
|
|
Dividend income per cash flow
statement |
|
|
0.1 |
0.3 |
|
|
Other income per cash flow statement |
|
|
0.0 |
0.50 |
|
|
Total Proceeds |
|
|
86.4 |
94.1 |
|
|
Fund Disposals |
|
|
— |
0.0 |
|
|
Realisation Proceeds |
|
|
86.4 |
94.1 |
Undrawn Commitments |
|
Undrawn
Commitments are Commitments that have not yet been drawn down
(please see ‘Drawdowns’). |
Unquoted Company |
|
An
Unquoted Company is any company whose shares are not listed or
traded on a recognised stock exchange. |
Valuation Date |
|
The date
of the valuation report issued by the underlying manager. |
Valuation Multiples |
|
Valuation Multiples
are earnings (EBITDA), or revenue multiples applied in determining
the value of a business enterprise. |
1 Based on Enlarged Perimeter
covering 63% of the Portfolio. See page 9
Icg Enterprise (LSE:ICGT)
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Icg Enterprise (LSE:ICGT)
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