ICG Enterprise Trust Plc: Preliminary Results for the year ended 31 January 2021
28 April 2021
ICG Enterprise Trust plc
Preliminary Results
f
or the year ended 31 January 2021
Exce
llent
performance
demonstrating
strength of strategy and
P
ortfolio
Highlights
-
NAV
p
er
S
hare
of 1,384p,
NAV
p
er Share
T
otal
R
eturn
of 22.5%
1
during the year and 11.8% during the quarter
-
Excellent
Portfolio
performance,
12
th
consecutive year of double-digit
Portfolio Return
on a
Local Currency Basis
- Portfolio Return on a Local Currency Basis of 24.9%1
- High Conviction Investments (51% of the Portfolio) experienced local currency returns of +48.0%
- Ongoing Third Party Funds generated a local currency return of +22.4% (+9.0% including Fund Disposals that were undertaken to redeploy capital into more attractive opportunities)
-
Top
30 companies driving performance
- Top 30 companies represent 52% of Portfolio value (31 January 2020: 46%)
- Reported aggregated LTM revenue growth of 15%, demonstrating the strength of our focus on companies with defensive growth characteristics
-
R
ealisations
at significant
U
plifts
to
C
arrying
V
alue
- Total Proceeds during the year of £209m
- Realisation Proceeds of £137m, of which £86m was generated from 32 Full Exits that were executed at an average of 31%1 Uplift to Carrying Value and a 2.4x1 Multiple to Cost
- Fund Disposals generated £72m proceeds and released £42m of Undrawn Commitments
-
Maintained investment activity throughout the year
- £139m of Total New Investment made; 36% into High Conviction Investments
- £95m committed to 13 Third Party Funds, including three new relationships
-
Robust balance sheet
- £201m available liquidity (£45m of cash and £156m undrawn revolving credit facility at 31 January 2021)
-
Annual dividend of
24
p
- Final dividend of 9p, bringing total dividends for the year to 24p (an increase of 4.3% compared to FY20)
-
Momentum continues, o
utlook
remains positive
- In early February we fully realised our holding in Telos, which at 31 January 2021 was our second largest holding. The investment was realised at a circa 33x Multiple to Cost in line with the carrying value at 31 January 2021
- Effective from 26 February 2021, we agreed a new four-year €200m revolving credit facility, replacing our £156m facility
- Strong pipeline in both High Conviction Investments and Third Party Funds
Oliver Gardey, Head of Private Equity Fund Investments, ICG, commented:
“This has been an excellent year for ICG Enterprise Trust, despite the disruption caused by the COVID-19 pandemic. We have extended our record of double-digit Portfolio Return on a Local Currency Basis to 12 consecutive years. Our Portfolio performed extremely well, underlining the strength of our focused investment strategy and our differentiated approach to actively constructing and managing our Portfolio. In particular, we saw strong performance from a number of our technology and tech-enabled businesses.
“While there was a slowdown in investment activity at the onset of the COVID-19 pandemic, we continued to see strong deal flow by virtue of the access we have to ICG and other leading private equity managers. The resurgence in activity during the second half of the year also resulted in a healthy number of realisations, which occurred at significant uplifts to their carrying values.
“Our Portfolio is focused on defensive growth companies, well diversified by sector and geography, and is well positioned to capture the growth of a dynamic market environment. The strong momentum we observed in the fourth quarter of the financial year has been maintained, and I am confident that we will continue to source attractive investment opportunities.”
Comparison to prior periods
| 1 year | 3 years | 5 years | 10 years | |
| NAV per Share Total Return | +22.5% | +53.1% | +109.3% | +207.7% |
| Share Price Total Return | +2.8% | +27.6% | +101.8% | +290.3% |
| FTSE All-Share Index Total Return | -7.5% | -1.6% | +31.5% | +71.4% |
|
Year ended
31 January 2021 |
Year ended
31 January 2020 |
Quarter ended
31 January 2021 |
Quarter ended
31 October 2020 |
|
| Portfolio Return on a Local Currency Basis | 24.9% | 16.6% | 17.1% | 12.1% |
| NAV per Share | 1,384.4p | 1,152.1p | 1,384.4p | 1,243.0p |
| NAV per Share Total Return | 22.5% | 11.2% | 11.8% | 10.7% |
| Realisation Proceeds | £137m | £141m | £43m | £55m |
| Total New Investment | £139m | £159m | £57m | £30m |
Enquiries
Analyst / Investor enquiries: +44 (0) 20 3545 2000
Oliver Gardey, Head of Private Equity Fund Investments, ICG
Colm Walsh, Managing Director, Private Equity Fund Investments, ICG
James Caddy, Investor Relations, ICG
Media:
Fiona Laffan, Global Head of Corporate Affairs, ICG: +44 (0) 20 3545 1510
Ed Gascoigne Pees, Camarco: +44 (0) 20 3757 4993
Website:
www.icg-enterprise.co.uk
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 private companies, primarily in Europe and the US.
As a listed private equity investor, our purpose is to provide shareholders with access to the attractive long-term returns generated by investing in private companies, with the added benefit of daily liquidity.
We invest in companies directly and through funds managed by ICG and other leading private equity managers who focus on creating long-term value and building sustainable growth through active management and strategic change.
We have a long track record of delivering strong returns through a flexible mandate and highly selective approach that strikes the right balance between concentration and diversification, risk and reward.
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 IFRS measures, where appropriate.
In the Chair’s Statement, 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
This report may contain forward looking statements. These statements have been made by the directors in good faith based on the information available to them up to the time of their approval of this report and should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption therefrom. The issuer has not and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted.
CHAIR’S STATEMENT
In my first year as Chair of ICG Enterprise Trust, I am pleased to report that your Company’s Portfolio has remained resilient, demonstrating strong performance despite a period of immense challenge and volatility. ICG Enterprise Trust’s Portfolio recorded its best performance in a decade with Portfolio Return on a Local Currency Basis of +24.9%. Performance was particularly strong within our High Conviction Investments, driven by a number of Direct Investments in technology and tech-enabled businesses, as well as several realisations at significant Uplifts to Carrying Value. This resulted in NAV per Share Total Return of 22.5%, with NAV per Share of 1,384p as at 31 January 2021. I am very aware that the Share Price Total Return of 2.8% for the year does not reflect this performance.
Delivering on our strategic goals
We made further progress towards our strategic goals, increasing our weighting towards High Conviction Investments and increasing our exposure to the US.
Since appointing ICG as the Manager five years ago, we have reduced the impact of cash drag on performance by becoming more fully invested without compromising the quality of the Portfolio2 and at 31 January 2021 the Portfolio represented 100% of Net Assets (31 Jan 2016: 82%).
Our High Conviction Investments represented 51% of the Portfolio at 31 January 2021 (31 Jan 2020: 41%) and have generated a local currency return of 25% p.a. over the last five years. We expect these investments to continue to enhance the strong returns generated from our Third Party Funds, which have generated a local currency return of 15% p.a. over the last five years.
We have made progress in increasing our exposure to US investments, which now represent 42% of the Portfolio (31 January 2020: 30%). The US is the largest private equity market in the world, with a deep pool of leading private equity managers who have long track records of outperformance.
The importance of investing responsibly
Responsible investing remains a key focus for our investment team which is able to leverage ICG’s considerable resources in this area to ensure that our investment programme is compatible with our wider ESG framework. The Board believes that the long-term success of the Company requires the effective management of both financial and non-financial measures, and fully endorses the increasing emphasis on responsible investment.
Board evolution
Following an external review we decided that the Board’s level of investment trust experience should be reinforced in the ongoing succession plan. Having conducted an interview process we were delighted that David Warnock agreed to join the Board. David brings extensive private equity, investment trust and listed company experience. The Board currently comprises six independent non-executive directors, with a diverse range of skills and expertise, and an equal number of men and women.
Lucinda Riches will be retiring from the Board on 21 June 2021 having served for ten years, and I would like to thank Lucinda for her contributions to ICG Enterprise Trust.
Dividend
The Board is proposing a final dividend of 9p per share. Together with the three interim dividends of 5p per share each, this will take total dividends for the year to 24p per share, representing a 4.3% increase on the prior year dividend of 23p per share and a 2.5% yield on the year-end share price. This marks the fifth consecutive year of dividend increases.
Annual General Meeting
The Annual General Meeting will be held on 21 June 2021. The Board is mindful of the ongoing travel and social gathering restrictions arising from the COVID-19 pandemic and is considering the most appropriate arrangements in the light of these. We currently envisage that the meeting will be held as a hybrid meeting with at least some shareholders able to attend in person and others by videoconference, but the arrangements (and in particular the possibility of physical attendance) remain subject to prevailing public health regulations. The Board will be formally communicating with shareholders outlining the format of the meeting separately in the Notice of Meeting. This will include details of how shareholders may register their interest in attending the AGM if this is permitted as intended.
Well placed to continue to generate value for our shareholders
ICG Enterprise Trust enters its 40th year in good health. We are encouraged by the strong performance of our Portfolio, which is a testament to our strategy and our focus on investments with defensive growth characteristics. As the world navigates its recovery from the COVID-19 pandemic, we are confident that we remain well placed to execute on our purpose of providing shareholders with access to the attractive long-term returns generated by investing in private companies, with the added benefit of daily liquidity.
Jane Tufnell
27 April 2021
MANAGER’S R EVIEW
PERFORMANCE OVERVIEW
Consistently strong
P
ortfolio
performance
This has been an extraordinary year, with the COVID-19 pandemic impacting all of our lives and generating significant volatility across global economies. Against this backdrop, the strength of our business model and highly focused investment strategy has been evident. Over the year the Portfolio generated a +24.9% Portfolio Return on a Local Currency Basis. This represents the 12th consecutive year of double-digit portfolio growth.
We aim to deliver attractive risk-adjusted returns by executing consistently on our focused and differentiated investment strategy. We focus on buyouts in developed markets, targeting mid-market and larger deals. We look for businesses that are profitable, cash generative and with strong defensive growth characteristics. We find these characteristics in a range of sectors and invest in these businesses directly, through ICG managed funds and through third party private equity managers. When combined, we believe this results in a well-balanced portfolio that will generate consistently strong growth.
High Conviction Investments are those where ICG has actively selected the underlying companies. High Conviction Investments experienced particularly strong local currency returns of +48.0% for the year and represented £481m (51%) of the Portfolio value at 31 January 2021. Key contributors to the strength of performance were from technology and tech-enabled businesses, including Chewy whose share price increased by 284% during the year (which we hold through our investment in PetSmart and our Commitment to BC Partners IX) and Telos (a global provider of cyber, cloud and enterprise security services). Telos listed in November at $17 per share, with the share price increasing by 108% by 31 January 2021.
Our ongoing Third Party Funds delivered local currency returns of +22.4% and represented £468m (49%) of Portfolio value at 31 January 2021. Within our Third Party Funds, we also executed a number of Fund Disposals, including some at discounts to their carrying value, in order to rebalance the Portfolio, release Commitments and expand investment capacity for Deployment into more attractive opportunities in line with our ongoing strategy. Including Fund Disposals, our Third Party Funds delivered local currency returns of +9.0%. Key contributors to the performance of our Third Party Funds include Leaf Home Solutions and Allegro. Leaf Home Solutions is a branded direct-to-consumer company in the US that provides guttering protection and other home safety solutions. Allegro, an online marketplace, listed on the Warsaw stock exchange during the financial year.
Our Third Party Funds also play an important strategic role by providing direct investment opportunities. New Direct Investments made during the financial year that were sourced through our Third Party Fund relationships were Visma (alongside Hg Capital) and AML RightSource (alongside Gridiron Capital).
Realisation activity has continued to support Portfolio performance during the year, with an average Uplift to Carrying Value on realisation of 31%.
| Year ended | Year ended | ||||||||
| Movement in the Portfolio | 31 J an | 31 Jan | |||||||
| £m | 202 1 | 2020 | |||||||
| Opening Portfolio* | 806.4 | 694.8 | |||||||
| Total New Investments | 139.2 | 158.6 | |||||||
| Total Proceeds | (209.2) | (148.8) | |||||||
| Net cash (inflow)/outflow | (70.0) | 9.8 | |||||||
| Underlying Valuation Movement** | 200.6 | 115.4 | |||||||
| Currency movement | 12.2 | (13.6) | |||||||
| Closing Portfolio* | 949.2 | 806.4 | |||||||
| % underlying Portfolio growth (local currency) | 24.9% | 16.6% | |||||||
| % currency movement | 1.5% | (2.0%) | |||||||
| % underlying Portfolio growth (Sterling) | 26.4% | 14.6% | |||||||
| * Refer to the Glossary for reconciliation to the Portfolio balance presented in the unaudited results. | |||||||||
| ** 95% of the Portfolio is valued using 31 December 2020 (or later) valuations (31 Jan 20: 95%). |
|||||||||
Portfolio
o
verview
High
C
onviction
I
nvestments underpinned by
investments in
leading
Third Party F
unds
Our strategy is focused on investing in mid-cap and larger companies that have leading market positions, strong management teams and attractive defensive growth characteristics. We believe they will generate the most consistently strong returns through the cycle. Our Portfolio combines investments managed by ICG and those managed by third parties, in both cases directly and through funds.
High Conviction Investments represented 51% of the Portfolio value (31 Jan 2020: 41%) and we anticipate these investments will represent 50% - 60% of the Portfolio in the medium term.
Our High Conviction Investments, which include 23 of our Top 30 companies, allow us to proactively increase exposure to companies that benefit from long-term structural trends and therefore have the ability to grow even in less benign economic environments. We are able to enhance returns and increase visibility on underlying performance drivers, and we mitigate the more concentrated risk through a highly selective approach and a focus on defensive growth companies. Over the last five years, this element of the Portfolio has generated a local currency return of 25% p.a.
Third Party Funds represent 49% of total Portfolio value and were valued at £468m (31 Jan 2020: £477m). This element of the Portfolio provides a base of strong diversified returns as well as deal flow for direct and secondary investments. The underlying funds are focused on mid-market and large-cap European and US private equity managers. Over the last five years this element of the Portfolio has generated a local currency return of 15% p.a.
|
31 January
2021 |
31 January
2021 |
31 January
2020 |
||
| Investment category | £m | % of Portfolio | % of Portfolio | |
| ICG managed investments | 221 | 23 | 22 | |
| Third party Direct Investments | 197 | 21 | 14 | |
| Third party Secondary Investments | 63 | 7 | 5 | |
| High C onviction I nvestments | 481 | 51 | 41 | |
| Third P arty F unds | 468 | 49 | 59 | |
| Total | 949 | 100 | 100 |
Top 30 companies report another period of double-digit revenue and earnings growth
Our largest 30 underlying companies (“Top 30 companies”) represent 52% of the Portfolio by value. They performed well, underpinned by strong operational performance, and reported LTM revenue growth of 15%.
Of the Top 30 companies, EBITDA is a relevant metric for 263, which in aggregate represent 35% of the Portfolio by value. These companies reported LTM revenue and EBITDA growth of 12% and 14% respectively. Their Enterprise Value / EBITDA multiples were 14.0x and the Net Debt/EBITDA ratio was 4.3x. Our Top 30 companies are heavily weighted towards developed private equity markets. 48% of the Top 30 by Portfolio value is invested in the US, 25% in Europe and 21% in the UK. The Top 30 is diversified by sector, with a bias towards companies with strong defensive growth characteristics.
Within our Top 30 companies, three companies listed during the financial year (Telos, Allegro, and Dr. Martens). All three enjoyed strong performance during the financial year. In addition, we have exposure to Chewy (which is also quoted) through our investment in PetSmart, whose share price also performed very strongly during the financial year. The carrying value of these companies increased significantly during the financial year and combined they contributed £125m to the growth of the Portfolio, gross of underlying managers’ fees and Carried Interest.
REALISATION ACTIVITY
R ealisation s at significant U plifts to C arrying V alue and cost
Despite the slowdown in realisation activity during the first half of the financial year, Total Proceeds for the full year amounted to £209m. This was comprised of £137m generated from the realisation of individual companies (either held directly or through funds) and £72m of proceeds from Fund Disposals.
32 Full Exits completed in the year and realised £86m of proceeds. These realisations were completed at an average of 31% Uplift to Carrying Value and an average Multiple to Cost of 2.4x. This is consistent with our recent historical performance: over the last five years Full Exits have averaged 35% Uplift to Carrying Value and a Multiple to Cost of 2.4x. A further £51m of proceeds were received from partial exits.
Four of our Top 30 companies at the beginning of the financial year were fully realised during the financial year. The largest exit was Roompot, which was sold by PAI Partners to funds advised by KKR. Roompot operates and develops holiday parks in Northern Europe. It was sold at a significant Uplift to Carrying Value of the Company’s holding in the business. The success of the realisation, agreed at a time of extreme economic uncertainty, highlights the benefit of investing in companies with strong defensive growth characteristics and market leading positions. Our second largest underlying company at the start of the year, City & County Healthcare Group, was fully realised by Graphite Capital. Other notable realisations included the exit of the French vinyl floor manufacturer Gerflor (12th largest underlying company at the start of the year), and sales by the underlying managers of the listed investments in Ceridian and TeamViewer.
We also demonstrated our active approach to managing the Portfolio by executing a number of Fund Disposals, generating £72m of proceeds and releasing £42m of Undrawn Commitments. A number of these were undertaken strategically at discounts to their carrying value in order to rebalance the Portfolio, release Commitments and expand investment capacity for Deployment into more attractive opportunities in line with our ongoing strategy. We worked alongside the previous Manager of the Company (Graphite Capital) to facilitate the most significant fund disposal in the period, being the partial disposal of our sizeable holding in Graphite VIII, a fund focused on small to mid-sized UK buyouts.
NEW INVESTMENT ACTIVITY
Healthy investment activity despite disrupted first half
Whilst there was a slowdown in investment activity in the first half of the year at the onset of the COVID-19 pandemic, we continued to source attractive investment opportunities and maintained a healthy level of investment activity for the year, deploying capital into both High Conviction Investments and Third Party Funds. In total we invested £139m, of which £90m was in Third Party Funds and £49m (36%) was in High Conviction Investments.
Our Third Party Funds generated over 20 direct investment opportunities. Of these 20, we completed three new Direct Investments in the year for a total of £16m. These new investments were made in:
| Company | Manager | Company sector / description | ICG Enterprise Trust investment during the year |
| Visma | Hg | Provider of business management software and outsourcing services | £4m |
| AML RightSource | Gridiron | Provider of compliance and regulatory services and solutions | £6m |
| Curium Pharma | ICG Strategic Equity | Supplier of nuclear medicine diagnostic pharmaceuticals | £6m |
The remaining £33m of High Conviction Investments made in the year were through ICG funds (£22m), Secondary Investments (£9m) and add-on investments for existing Direct Investments (£2m).
1 3 new fund C ommitments to both existing and new manager relationships
We continued to commit selectively to top-tier managers who are aligned with our long-term strategic objectives and have an investment approach that complements our defensive growth focus. We completed 13 new Third Party Fund Commitments in the year totalling £95m. Three of these Commitments were to managers with whom we have not invested before, demonstrating our ability to source and execute new opportunities to work with top tier managers. The managers we back tend to raise funds which are often oversubscribed and therefore difficult to access for new investors.
We made the following Commitments to funds with investment mandates:
| Fund | Focus | ICG Enterprise Trust C ommitment during the year |
| Apax X | Global buyouts in the technology & telecoms, services, healthcare, and consumer sectors | €10m (£9m) |
| Bain Capital Tech Opportunities | Mid-market buyouts and late stage growth capital in technology and technology-enabled businesses in North America | $5m (£4m) |
| Bain XIII | Large buyouts in North America | $10m (£8m) |
| Charlesbank X | Mid-market buyouts in North America | $10m (£7m) |
| Clayton, Dubilier & Rice XI | Mid-market and large buyouts in North America | $10m (£7m) |
| CVC VIII | Large buyouts in Europe | €15m (£14m) |
| FSN Capital VI | Mid-market buyouts in Northern Europe | €10m (£9m) |
| Gridiron IV | Mid-market buyouts in the US | $3m (£2m) Top-up to existing Commitment |
| Hg Genesis 9 and Hg Saturn 2 | Northern European software and services | £9m |
| Leeds VII | Mid-market buyouts in North America | $10m (£7m) |
| New Mountain VI | Mid-market buyouts in North America | $14m (£10m) |
| PAI Mid-market | Lower mid-market buyouts in Europe | €10m (£9m) |
PORTFOLIO
ANALYSIS
AT 31 JANUARY 2021
We have exposure to over 600 underlying companies, of which the Top 30 contribute 52% of the Portfolio value and 198 companies represent 90% of the Portfolio value. The Portfolio is broadly diversified by sector and geography. This strikes an appropriate balance between concentration, so that Direct Investments can meaningfully impact performance, and diversification, so that we are not overly exposed to the risks of individual portfolio companies or sectors.
Focus on mid-market and large companies
The Portfolio is weighted towards the mid-market (34%) and large deals (56%), which we view as more defensive than smaller deal sizes, benefiting from stronger management teams and often market leading positions.
Focus on developed markets
The Portfolio is focused on developed private equity markets, invested across the US (42%), continental Europe (32%) and the UK (19%). In line with one of our strategic objectives, our weighting to the US has increased from 14% at the time of moving to ICG in 2016. Over the same period, the UK weighting has reduced from 45%.
Focus on
sectors with defensive growth characteristics
The Portfolio is well diversified and weighted towards sectors with defensive growth characteristics. Technology (19%), Healthcare (18%), Business Services (13%) and Education (6%) make up 56% of the Portfolio and are particularly attractive sectors. Within our exposure to the Consumer and Industrial sectors (25% and 7% respectively), we have a bias to companies with more defensive business models, non-cyclical growth drivers and high recurring revenue streams. We have low exposure to the Leisure (5%) and Financials (5%) sectors.
Quoted
Companies
We do not invest in publicly quoted companies but gain listed investment exposure when IPOs are used to exit an investment. In these cases, exit timing typically lies with the third party manager we have invested alongside. We therefore have exposure to listed businesses within our Portfolio.
At 31 January 2021, we had 45 investments in quoted companies, representing 20.4% of the Portfolio value compared to 5.4% at 31 January 2020. The increase is due to the significant appreciation of Chewy’s share price during the year and the IPO of a number of sizeable portfolio companies.
At 31 January 2021, quoted companies accounted for 20.4% of our Portfolio, and there were five investments that each accounted for 0.5% or more of the Portfolio value:
| Company | Ticker | % value of Portfolio | ||
| 1 | * Chewy (part of PetSmart) | CHWY-US | 9.6% | |
| 2 | ** Telos | TLS-US | 4.6% | |
| 3 | ** Allegro | ALE-PL | 1.4% | |
| 4 | ** Dr. Martens | DOCS-GB | 0.6% | |
| 5 | ** Integer | INPST-NL | 0.5% | |
| Other | 3.7 % | |||
| Total | 20.4 % | |||
| * % value of Portfolio includes entire holding of PetSmart and Chewy. Majority of value is within Chewy ** Company listed during the financial year |
||||
Since 31 January 2021, we have realised our entire holding in Telos in line with the carrying value at 31 January 2021. As at 31 March 2021, Chewy’s share price had declined by 17% since 31 January 2021; Allegro’s share price had declined by 24%; and Dr. Martens’ had increased by 3%.
Balance sheet and financing
Our liquidity position is robust, with the Portfolio having generated a net cash inflow of £70m during the year and a year-end cash balance of £45m (31 January 2020: £14m). We had total available liquidity of £201m, comprising £45m cash and £156m undrawn revolving credit facility. In March 2020, we drew down £40m from our bank facility as a precautionary measure at the onset of the COVID-19 pandemic. This was repaid in full in the first half of the year.
At 31 January 2021 the Portfolio represented 100% of net assets (31 January 2020: 102%).
| £m | 31 J an 202 1 | 31 Jan 2020 |
| Portfolio* | 949 | 806 |
| Cash | 45 | 14 |
| Other Net Liabilities* | (42) | (26) |
| Net assets | 952 | 794 |
| * Refer to the Glossary for reconciliation to the Portfolio balance presented in the preliminary results and definition and calculation of Other Net Liabilities. | ||
At 31 January 2021, we had Undrawn Commitments of £418m (31 January 2020: £459m) of which 19% (£77m) were to funds outside of their Investment Period.
| £m | 31 Jan 202 1 | 31 Jan 2020 |
| Outstanding Commitments – funds in Investment Period | 341 | 377 |
| Outstanding Commitments – funds outside Investment Period | 77 | 82 |
| Total outstanding Commitments | 418 | 459 |
| Total available liquidity (including facility) | (201) | (162) |
| Overcommitment (including facility) | 217 | 297 |
| Overcommitment % of net asset value | 23 % | 37% |
Our objective is to be fully invested through the cycle, while ensuring that we have sufficient liquidity to be able to take advantage of attractive investment opportunities as they arise. We do not intend to be geared other than for short-term working capital purposes. Outstanding Commitments tend to be drawn down over a four to six-year period with approximately 10%–15% retained at the end of the Investment Period to fund follow-on investments and expenses. If outstanding Commitments were to follow a linear drawdown rate to the end of their respective remaining Investment Periods, approximately £84m would be called over the next 12 months.
ACTIVITY SINCE THE YEAR END ( FOR THE PERIOD TO 31 MARCH 2021)
- Total Proceeds of £97m
- Realisation Proceeds of £88m
- In early February we fully realised our holding in Telos, which at 31 January 2021 was our second largest holding. The investment was realised at a circa 33x Multiple to Cost, generating net cash proceeds of circa £40m. The realisation was executed in line with the carrying value at 31 January 2021
- Other notable realisations since the year end included Thomas H Lee’s realisation of System One and Graphite Capital’s sale of Cognito
- Fund Disposals of £9m
- Deployment
- Invested £20m, all Drawdowns of existing third party fund Commitments
- New fund Commitments totalling £49m, including £20m to Third Party Funds
- ICG Strategic Equity IV, focused on global sponsor-led liquidity transactions with established private equity managers: $40m (£29m)
- Resolute V, focused on mid-market buyouts in the US: $15m (£11m)
- Bregal III, focused on mid-market buyouts in the DACH region: €10m (£9m)
- Bank facility
- Entered into a new €200m (£177m) four-year revolving credit facility to replace our existing €176m (£156m) facility
OUTLOOK
We are pleased with the performance of our Portfolio during this turbulent financial year which we believe further demonstrates the benefits of our approach to active portfolio construction and management. ICG Enterprise Trust has a well-diversified Portfolio, investing in companies with strong defensive growth characteristics and weighted towards more resilient sectors. By investing with leading managers in the US and Europe that focus on mid-market and larger buyouts, we are well positioned to continue to generate attractive risk adjusted returns.
We believe the private equity model is especially well suited to deliver long-term value creation. Our differentiated approach, combining High Conviction Investments with Third Party Funds, provides a unique exposure to private companies. We have continued to see strong momentum across our business since the year end. The Portfolio continues to generate strong realisations and we have continued our programme of committing to some of the world’s best private equity managers. Our partnership with these managers is cultivating a constantly evolving pipeline of exciting direct investment opportunities. We are confident that we are well placed to take advantage of attractive opportunities as they arise and to continue to generate long-term shareholder value.
ICG Private Equity Funds Investment Team
27
April
20
2
1
Supplementary information (unaudited)
This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions).
Top 30 companies
The table below presents the 30 companies in which ICG Enterprise had the largest investments by value at 31 January 2021. These investments may be held directly or through funds, or in some cases through both routes. The valuations are gross of underlying managers fees and Carried Interest and are shown as a percentage of the total investment Portfolio.
| Company | Manager | Year of investment | Country | Value as a % of Portfolio | |
| 1 | PetSmart+^ | ||||
| Retailer of pet products and services | BC Partners | 2015 | United States | 9.6% | |
| 2 | Telos+ | ||||
| Provider of information technology and cybersecurity | Direct shareholding | 1998 | United States | 4.6% | |
| 3 | DomusVi+ | ||||
| Operator of retirement homes | ICG | 2017 | France | 3.9% | |
| 4 | Minimax+ | ||||
| Supplier of fire protection systems and services | ICG | 2018 | Germany | 2.9% | |
| 5 | Leaf Home Solutions | ||||
| Provider of gutter protection solutions | Gridiron Capital | 2016 | United States | 2.6% | |
| 6 | Visma+ | ||||
| Provider of business management software and outsourcing services | ICG / HgCapital | 2017 / 2020 | Norway | 2.2% | |
| 7 | DOC Generici+ | ||||
| Manufacturer of generic pharmaceutical products | ICG | 2019 | Italy | 2.1% | |
| 8 | Yudo+ | ||||
| Manufacturer of components for injection moulding | ICG | 2017 | Hong Kong | 1.9% | |
| 9 | IRI+ | ||||
| Provider of mission-critical data and predictive analytics to consumer goods manufacturers | New Mountain Capital | 2018 | United States | 1.8% | |
| 10 | Supporting Education Group+^ | ||||
| Provider of temporary staff for the education sector | ICG | 2014 | United Kingdom | 1.7% | |
| 11 | Froneri+^ | ||||
| Manufacturer and distributor of ice cream products | PAI Partners | 2019 | United Kingdom | 1.7% | |
| 12 | Berlin Packaging+ | ||||
| Provider of global packaging services and supplies | Oak Hill Capital | 2018 | United States | 1.5% | |
| 13 | Allegro | ||||
| Operator of an online marketplace and price comparison website | Cinven / Permira Advisers | 2017 | Poland | 1.4% | |
| 14 | Endeavor Schools+ | ||||
| Provider of paid private schooling | Leeds Equity Partners | 2018 | United States | 1.4% | |
| 15 | System One+ | ||||
| Provider of specialty workforce solutions | Thomas H. Lee Partners | 2016 | United States | 1.3% |
| Company | Manager | Year of investment | Country | Value as a % of Portfolio | |
| 16 | U-POL^ | ||||
| Manufacturer and distributor of automotive refinishing products | Graphite Capital | 2010 | United Kingdom | 1.2% | |
| 17 | Cognito+^ | ||||
| Supplier of communications equipment, software and services | Graphite Capital | 2002 / 2014 | United Kingdom | 1.1% | |
| 18 | PSB Academy+ | ||||
| Provider of private tertiary education | ICG | 2018 | Singapore | 1.1% | |
| 19 | Curium Pharma+ | ||||
| Supplier of nuclear medicine diagnostic pharmaceuticals | ICG | 2020 | United Kingdom | 0.9% | |
| 20 | VitalSmarts+ | ||||
| Provider of corporate training courses focused on communication skills and leadership development | Leeds Equity Partners | 2019 | United States | 0.8% | |
| 21 | David Lloyd Leisure+ | ||||
| Operator of premium health clubs | TDR Capital | 2013 | United Kingdom | 0.8% | |
| 22 | AML RightSource+ | ||||
| Provider of compliance and regulatory services and solutions | Gridiron Capital | 2020 | United States | 0.7% | |
| 23 | Compass Community | ||||
| Provider of fostering services and children residential care | Graphite Capital | 2017 | United Kingdom | 0.7% | |
| 24 | EG Group | ||||
| Operator of petrol station forecourts | TDR Capital | 2014 | United Kingdom | 0.6% | |
| 25 | Dr. Martens | ||||
| Global footwear brand | Permira Advisers | 2014 | United Kingdom | 0.6% | |
| 26 | RegEd+ | ||||
| Provider of SaaS-based governance, risk and compliance enterprise software solutions | Gryphon Investors | 2018 | United States | 0.6% | |
| 27 | nGAGE | ||||
| Provider of recruitment services | Graphite Capital | 2014 | United Kingdom | 0.6% | |
| 28 | IRIS Accountancy Solutions | ||||
| Provider of business critical software and services for the accountancy and payroll sectors | ICG | 2018 | United Kingdom | 0.5% | |
| 29 | Springer^ | ||||
| Publisher of professional and academic media | BC Partners | 2013 | Germany | 0.5% | |
| 30 | YSC Consulting | ||||
| Provider of leadership consulting and management assessment services | Graphite Capital | 2017 | United Kingdom | 0.5% | |
| Total of the 30 largest underlying investments | 51.8% | ||||
| ⁺ All or part of this investment is held directly as a Co-investment or other direct investment. | |||||
| ^ All or part of this investment was acquired as part of a secondary purchase. | |||||
The 30 largest fund investments
The table below presents the 30 largest funds by value at 31 January 2021. The valuations are net of underlying managers fees and Carried Interest.
| Fund | Year of C ommitment | Country/ region | Value £m | Outstanding C ommitment £m | |||||
| 1 | BC European Capital IX ** | Europe/North | |||||||
| Large buyouts | 2011 | America | 45.2 | 2.1 | |||||
| 2 | Graphite Capital Partners VIII * | ||||||||
| Mid-market buyouts | 2013 | UK | 30.9 | 5.4 | |||||
| 3 | Gridiron Capital Fund III | ||||||||
| Mid-market buyouts | 2016 | North America | 29.5 | 4.0 | |||||
| 4 | Sixth Cinven Fund | ||||||||
| Large buyouts | 2016 | Europe | 25.2 | 2.1 | |||||
| 5 | ICG Europe VII | ||||||||
| Mezzanine & equity in mid-market buyouts | 2018 | Europe | 25.2 | 15.8 | |||||
| 6 | Advent Global Private Equity VIII | Europe/North | |||||||
| Large buyouts | 2016 | America | 22.9 | 0.6 | |||||
| 7 | CVC European Equity Partners VI | Europe/North | |||||||
| Large buyouts | 2013 | America | 20.5 | 2.6 | |||||
| 8 | ICG Europe VI ** | ||||||||
| Mezzanine & equity in mid-market buyouts | 2015 | Europe | 20.3 | 4.6 | |||||
| 9 | CVC European Equity Partners VII | Europe/North | |||||||
| Large buyouts | 2017 | America | 16.2 | 7.6 | |||||
| 10 | PAI Strategic Partnerships ** | ||||||||
| Mid-market and large buyouts | 2019 | Europe | 16.0 | 0.6 | |||||
| 11 | PAI Europe VI | ||||||||
| Mid-market and large buyouts | 2013 | Europe | 15.8 | 1.3 | |||||
| 12 | BC European Capital X | ||||||||
| Large buyouts | 2016 | Europe | 15.5 | 1.6 | |||||
| 13 | Graphite Capital Partners VII * / ** | ||||||||
| Mid-market buyouts | 2007 | UK | 15.1 | 2.8 | |||||
| 14 | One Equity Partners VI | Europe/North | |||||||
| Mid-market buyouts | 2016 | America | 14.1 | 0.6 | |||||
| 15 | Permira V | Europe/North | |||||||
| Large buyouts | 2013 | America | 13.9 | 0.5 | |||||
| 16 | Permira VI | ||||||||
| Large buyouts | 2016 | Europe | 12.3 | 2.0 | |||||
| 17 | Thomas H Lee Equity Fund VII | ||||||||
| Mid-market and large buyouts | 2015 | North America | 12.1 | 1.6 | |||||
| 18 | Resolute IV | ||||||||
| Mid-market buyouts | 2018 | North America | 12.0 | 3.6 | |||||
| 19 | ICG Strategic Equities Fund III | ||||||||
| Secondary fund restructurings | 2018 | Global | 12.0 | 19.3 | |||||
| 20 | New Mountain Partners V | ||||||||
| Mid-market buyouts | 2017 | North America | 11.9 | 2.0 | |||||
| Fund | Year of C ommitment | Country/ region | Value £m | Outstanding C ommitment £m | |||||
| 21 | ICG Asia Pacific Fund III | ||||||||
| Mezzanine & equity in midmarket buyouts | 2016 | Asia Pacific | 11.3 | 2.8 | |||||
| 22 | Gryphon V | ||||||||
| Mid-market buyouts | 2019 | North America | 11.2 | 1.4 | |||||
| 23 | ICG Strategic Secondaries Fund II | Europe/North | |||||||
| Secondary fund restructurings | 2016 | America | 11.1 | 16.5 | |||||
| 24 | Charterhouse Capital Partners X | ||||||||
| Large buyouts | 2015 | Europe | 10.6 | 4.5 | |||||
| 25 | PAI Europe VII | ||||||||
| Mid-market and large buyouts | 2017 | Europe | 10.3 | 12.3 | |||||
| 26 | TDR Capital III | ||||||||
| Mid-market and large buyouts | 2013 | Europe | 10.2 | 1.6 | |||||
| 27 | Thomas H Lee Equity Fund VIII | ||||||||
| Mid-market and large buyouts | 2017 | North America | 10.1 | 8.2 | |||||
| 28 | Resolute II ** | ||||||||
| Mid-market buyouts | 2018 | North America | 9.8 | 1.6 | |||||
| 29 | Leeds Equity Partners VI | ||||||||
| Mid-market buyouts | 2017 | North America | 9.3 | 0.7 | |||||
| 30 | Egeria Private Equity Fund IV | ||||||||
| Mid-market buyouts | 2012 | Netherlands | 8.3 | 1.0 | |||||
| Total of the largest 30 fund investments | 4 89.1 | 131. 5 | |||||||
| Percentage of total investment Portfolio | 5 1 . 5 % | ||||||||
| * Includes the associated Top Up funds. | |||||||||
| ** All or part of an interest acquired through a secondary fund purchase. | |||||||||
Portfolio analysis
Closing Portfolio by value
| Portfolio by investment type |
% of value of
underlying investments 31 January 202 1 |
% of value of
underlying investments 31 January 2020 |
| Large buyouts | 56.3% | 46.4% |
| Mid-market buyouts | 33.5% | 42.2% |
| Small buyouts | 10.2% | 8.7% |
| Total | 100.0% | 100.0% |
| Portfolio by calendar year of investment |
% of value of underlying investments
31 January 202 1 |
% of value of underlying investments
31 January 2020 |
|
| 2021 | 0.4% | 0.0% | |
| 2020 | 10.1% | 0.1% | |
| 2019 | 18.3% | 17.2% | |
| 2018 | 18.4% | 19.7% | |
| 2017 | 17.1% | 19.2% | |
| 2016 | 9.6% | 16.2% | |
| 2015 | 11.2% | 7.7% | |
| 2014 | 6.0% | 8.5% | |
| 2013 | 1.6% | 5.5% | |
| 2012 | 0.9% | 1.4% | |
| 2011 | 0.0% | 0.9% | |
| 2010 | 1.4% | 1.3% | |
| 2009 | 0.2% | 0.6% | |
| 2008 | 0.0% | 0.1% | |
| 2007 | 0.5% | 1.3% | |
| 2006 and before | 4.3% | 0.3% | |
| Total | 100.0% | 100.0% | |
| Portfolio by sector |
% of value of underlying investments
31 January 2021 |
% of value of underlying investments
31 January 2020 |
| Consumer goods and services | 25.4% | 15.1% |
| TMT | 19.2% | 13.6% |
| Healthcare | 17.8% | 17.3% |
| Business services | 12.5% | 15.4% |
| Industrials | 6.9% | 15.5% |
| Education | 6.4% | 5.9% |
| Financials | 4.7% | 5.3% |
| Leisure | 4.5% | 7.7% |
| Other | 2.6% | 4.2% |
| Total | 100.0% | 100.0% |
| Portfolio by geographic distribution based on location of company headquarters |
% of value of
underlying investments 31 January 2021 |
% of value of
underlying investments 31 January 2020 |
| Europe | 31.8% | 36.7% |
| UK | 18.9% | 27.1% |
| North America | 42.0% | 29.9% |
| Rest of world | 7.3% | 6.3% |
| Total | 100.0% | 100.0% |
Commitments analysis
The following tables analyse Commitments at 31 January 2021. Original Commitments are translated at 31 January 2021 exchange rates.
Total U ndrawn C ommitments
|
Original
C ommitment £’000 |
Outstanding
C ommitment £’000 |
Average
drawdown percentage |
% of
C ommitments |
|
| Investment period not commenced | 20,585 | 20,585 | 0.0% | 4.9% |
| Funds in investment period | 517,207 | 320,455 | 38.0% | 76.6% |
| Funds post investment period | 670,288 | 77,439 | 88.4% | 18.5% |
| Total | 1,208,080 | 418,479 | 65.4% | 100.0% |
| Movement in outstanding C ommitments in year ended 31 January 202 1 | £m |
| As at 1 February 2020 | 458.6 |
| New primary Commitments | 94.8 |
| New Commitments relating to Co-investments and secondary purchases | 7.1 |
| Drawdowns | (120.6) |
| Commitments released from Fund Disposals | (41.9) |
| Currency and other movements | 20.5 |
| As at 31 January 202 1 | 418.5 |
New C ommitments during the year to 31 January 2021
| Fund | Strategy | Geography | £m | |
| Primary Commitments | ||||
| CVC VIII | Large buyouts | Europe/North America | 13.5 | |
| Apax X | Mid-market buyouts | Global | 8.7 | |
| Bain XIII | Large buyouts | North America | 7.7 | |
| Clayton, Dubilier & Rice XI | Mid-market and large buyouts | North America | 7.5 | |
| Hg Genesis 9 | Mid-market buyouts | Europe | 4.5 | |
| Hg Saturn 2 | Mid-market and large buyouts | Europe | 4.2 | |
| Bain Tech Opportunities | Mid-market buyouts | North America | 4.0 | |
| Charlesbank Equity Fund X | Mid-market buyouts | North America | 7.3 | |
| FSN Capital VI | Mid-market buyouts | Europe | 8.9 | |
| Leeds Equity Partners VII | Mid-market buyouts | North America | 7.4 | |
| New Mountain Capital Fund VI | Mid-market buyouts | North America | 10.3 | |
| PAI Mid-Market Fund | Lower Mid-market buyouts | Europe | 8.9 | |
| Gridiron IV | Mid-market buyouts | North America | 1.9 | |
| Total primary Commitments | 94.8 | |||
| Commitments relating to Co-investments and Secondary Investments | 7.1 | |||
| Total new C ommitments | 101.9 | |||
Currency exposure
| Portfolio 1 |
31 January
202 1 £m |
31 January
202 1 % |
31 January
2020 £m |
31 January
2020 % |
| Sterling | 197.4 | 20.8% | 246.0 | 30.5 |
| Euro | 208.3 | 21.9% | 226.6 | 28.1 |
| US Dollar | 380.5 | 40.1% | 224.2 | 27.8 |
| Other European | 73.9 | 7.8% | 59.6 | 6.2 |
| Other | 89.1 | 9.4% | 50.0 | 7.4 |
| Total | 949.2 | 100.0% | 806.4 | 100.0 |
|
1 Currency exposure is calculated by reference to the location of the underlying Portfolio companies’ headquarters. |
||||
| Outstanding C ommitments |
31 January
202 1 £m |
31 January
202 1 % |
31 January
20 20 £m |
31 January
20 20 % |
| – Sterling | 43.7 | 10.4 | 65.3 | 14.2 |
| – Euro | 195.9 | 46.8 | 213.0 | 46.5 |
| – US Dollar | 178.2 | 42.6 | 178.5 | 38.9 |
| – Other European | 0.7 | 0.2 | 1.8 | 0.4 |
| Total | 418.5 | 100.0 | 458.6 | 100.0 |
Realisation activity
| Investment | Manager | Year of investment | Realisation type | Proceeds £m | |
| Roompot | PAI Partners | 2016 | Secondary disposal | 28.3 | |
| City & County Healthcare | Graphite Capital | 2013 | Financial buyer | 17.2 | |
| Leaf Home Solutions | Gridiron Capital | 2016 | Recapitalisation | 7.7 | |
| Visma | ICG | 2017 | Financial buyer | 7.2 | |
| Ceridian | Thomas H. Lee Partners | 2007 | Public sell down post IPO | 6.9 | |
| Gerflor | ICG | 2011 | Financial buyer | 6.2 | |
| TeamViewer | Permira Advisers | 2014 | Public sell down post IPO | 3.4 | |
| EPIC | Oak Hill Capital | 2017 | Financial buyer | 2.8 | |
| VetCor Professional Practices | Oak Hill Capital | 2018 | Financial buyer | 2.4 | |
| Alfresco | Thomas H. Lee Partners | 2018 | Trade | 2.2 | |
| Total of 10 largest underlying realisations | 84.3 | ||||
| Realisation Proceeds | 137.3 | ||||
| Fund Disposals | 71.9 | ||||
| Total P roceeds | 209.2 | ||||
Investment activity
| Investment | Description | Manager | Country |
Cost
1
£m |
| Curium Pharma | Supplier of nuclear medicine diagnostic pharmaceuticals | ICG | UK | 8.8 |
| AML RightSource | Provider of compliance and regulatory services and solutions | Gridiron Capital | USA | 7.1 |
| Visma | Provider of business management software and outsourcing services | Hg Capital | Norway | 4.8 |
| Texthelp | Provider of learning analytics software and assistive technology solutions | Five Arrows Principal Investments / Five Arrows Capital Partners | UK | 3.7 |
| HSE24 | Home shopping network in Germany | ICG | Germany | 2.8 |
| Babble Cloud | Provider of communications & IT services | Graphite Capital | UK | 2.7 |
| David Lloyd Leisure | Operator of premium health clubs | TDR Capital | UK | 2.5 |
| Juvare | Provider of emergency management solutions and software | Five Arrows Principal Investments / Five Arrows Capital Partners | USA | 2.4 |
| Biogroup | Operator of medical diagnostic laboratories | ICG | France | 2.2 |
| Thyssenkrupp Elevator | Manufacturer of elevators and escalators and related services | Advent International / Cinven | Germany | 2.1 |
| Total of 10 largest underlying new investments | 39.1 | |||
| Total N ew I nvestment | 139.2 | |||
| 1 Represents ICG Enterprise Trust 's indirect exposure (share of fund cost) plus any amounts paid for C o -investments in the period. | ||||
PRINCIPAL RISKS AND UNCERTAINTIES
Risk management
The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.
Principal risks and uncertainties
The execution of the Company’s investment strategy is subject to risk and uncertainty and the Board and Manager have identified a number of principal risks to the Company’s business. As part of this process, the Board has carried out a robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity. The Company considers its principal risks (as well as a number of underlying risks comprising each principal risk) in four categories:
Investment Risks – the risk to performance resulting from ineffective or inappropriate investment selection, execution, monitoring.
External Risks – the risk of failing to deliver the Company’s strategic objectives due to external factors beyond the Company’s control.
Operational Risks – the risk of loss or missed opportunity resulting from a regulatory failure or the failure of people, processes or systems.
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.
Emerging risks are regularly considered to assess any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/legislative change and macro-economic and political change. During the year, the impact of Brexit on the Company’s Portfolio was kept under review. The Board also regularly considered the evolution of requirements and standards relating to ESG and responsible investing, with the ability to keep up with these standards being treated as a matter of emerging reputational risk.
During the year, the impact of the COVID-19 pandemic on the Company’s business operations and performance was a key focus of the Board from a number of perspectives, including risk management, and took appropriate mitigation steps through the year.
The impact of the pandemic on each of our principal risks is set out in more detail below; the current view of the Board is that, although the impact of the pandemic is significant and may prove to have long-term effects on the markets in which the Company operates, it does not change our longer-term view of our principal risks.
Other risks, including reputational risk, are seen as potential outcomes of the core principal risks materialising. These risks are managed as part of the overall risk management of the Company.
A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the financial or strategic impact of the risk. Where the residual risk is determined to be outside of appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.
How we manage and mitigate our key risks
As identified in the Annual Report for the year ended 31 January 2020, the risk levels of certain of the principal risks outlined below were slightly or somewhat heightened at various points in the year due to the effects of the Covid-19 pandemic. However, these effects were mitigated by the risk management measures put in place by the Company, including the defensive portfolio construction, the wide variety of sectors and managers that the Company invests in, the geographic spread of the investment portfolio and the renewal of the balance sheet facility after year end. As such, the Board remains of the view that its assessment of these risks in the long term is not affected inherently or systematically by the pandemic, although it will continue to monitor this.
| RISK | IMPACT | MITIGATION |
CHANGE IN
THE YEAR |
| Investment Risks | |||
|
Investment performance
The Manager selects the fund investments and direct Co-investments for the Company’s Portfolio. The underlying managers of those funds in turn select individual investee companies. The origination, investment selection and management capabilities of both the Manager and the third party managers are key to the performance of the Company. |
Poor origination, investment selection and monitoring by the Manager and/or third party managers could significantly affect the performance of the Portfolio. | The Manager has a strong track record of investing in private equity through multiple economic cycles. The Manager has a highly selective investment approach and disciplined process, which is overseen by ICG Enterprise’s Investment Committee within the Manager, which comprises a balance of skills and perspectives. Further, the Company’s Portfolio is diversified reducing the likelihood of a single investment decision impacting Portfolio performance. | Stable The Board reviews the activities and performance of the Manager on an ongoing basis and reviews the investment strategy annually. Following this assessment and other considerations, the Board concluded that there was no material change in investment performance risk during the year. |
|
Valuation
In valuing its investments in private equity funds and Unquoted Companies and publishing its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by the underlying managers to the Manager. There is the potential for inconsistency in the valuation methods adopted by the managers of these funds and companies and for valuations to be misstated. |
Incorrect valuations being provided would lead to an incorrect overall NAV. | The Manager carries out a formal valuation process involving a quarterly review of third party valuations, verification of the latest audited reports, as well as a review of any potential adjustments that are required to ensure the valuation of the underlying investments are in accordance with the fair market value principles required under International Financial Reporting Standards (‘IFRS’). | Stable The Board discussed the valuation process in detail with the Manager, including the sources of valuation information and methodologies used. Following this assessment and other considerations, the Board concluded that there was no material change in valuation risk during the year. |
| External | |||
|
Political and macroeconomic uncertainty
Political and macro-economic uncertainty, including impacts from Covid-19 development, the UK’s departure from the EU, or similar scenarios, could impact the environment in which the Company and its investment portfolio companies operate. |
Changes in the macro-economic or political environment could significantly affect the performance of existing investments (and valuations) and prospects for realisations. In addition, it could impact the number of credible investment opportunities the Company can originate. |
The Manager actively monitors these developments, with the support of a dedicated in-house economist and professional advisers where appropriate, to ensure it is prepared for any potential impacts (to the extent possible). | Stable The Board monitors and reviews the potential impact on the Company from political and economic developments on an ongoing basis, including input and discussions with the Manager. Incorporating these views and other considerations (including the end of the Brexit transition period in January 2021), the Board concluded that there was no material change in political and macro-economic uncertainty risk following its previous assessment in April 2020. |
|
Private equity sector
The private equity sector could fall out of favour with investors leading to a reduction in demand for the Company’s shares. |
A change in sentiment to the sector has the potential to damage the Company’s reputation and impact the performance of the Company’s share price and widen the Discount the shares trade at relative to NAV per Share, causing shareholder dissatisfaction. | Private equity has outperformed public markets over the long term and it has proved to be an attractive asset class through various cycles. The Manager is active in marketing the Company’s shares to a wide variety of investors to ensure the market is informed about the Company’s performance and investment proposition. The Board monitors the Discount to NAV and considers appropriate solutions to address any ongoing or substantial Discount to NAV, including share buybacks. |
Stable The Board receives regular updates from the Company’s broker and is kept informed of all material discussions with investors and analysts. Incorporating these updates and other considerations, the Board concluded that there was no material change in private equity sector sentiment risk during the year. |
|
Foreign exchange
The Company has continued to expand its geographic diversity by making investments in a number of countries. Accordingly, a number of investments are denominated in US dollars, euros and currencies other than sterling. |
At present, the Company does not hedge its foreign exchange exposure. Therefore, movements in exchange rates between these currencies may have a material effect on the underlying valuations of the investments and performance of the Company. | The Board regularly reviews the Company’s exposure to currency risk and reconsiders possible Hedging strategies on an annual basis. Furthermore, the Company’s multicurrency bank facility permits the borrowings to be drawn in euros and US dollars, if required. | Stable The Board reviewed the Company’s exposure to currency risk and possible Hedging strategies and concluded that there was no material change in foreign exchange risk during the year and that it remained appropriate for the Company not to hedge its foreign exchange exposure. |
| Operational Risks | |||
|
Regulatory, legislative
and taxation compliance Failure by the Manager to comply with relevant regulation and legislation could have an adverse impact on the Company, or adherence to such could become onerous. This includes the Corporate Governance Code, Corporation Tax Act 2010, the Companies Act 2006, the Companies (Miscellaneous Reporting) Regulations 2018, the Alternative Investment Fund Managers Directive, accounting standards, investment trust regulations and the Listing Rules and Disclosure Guidance and Transparency Rules. |
If applicable law and regulations are not complied with, the Company could face regulatory sanction and penalties as well as significant damage to its reputation. | The Board is responsible for ensuring the Company’s compliance with all applicable regulations. Monitoring of this compliance, and regular reporting to the Board thereon, has been delegated to the Manager. The Manager’s in-house legal counsel, supported by the Compliance and Risk functions, provides regular updates to the Board covering relevant changes to legislation and regulation. The Manager and the Board ensure compliance with applicable regulation and legislation occurs in an effective manner. |
Stable This risk was deemed to be increased in the previous year following the company entering the FTSE 250 index during the year, as well as other regulatory and corporate governance developments. Both the Board and the Manager’s risk function have continued to closely monitor and evaluate the risks resulting from these developments, and the Company has continued to enhance its processes and controls in order to remain compliant with current and expected legislation. |
|
People
Loss of key investment professionals at the Manager could impair the Company’s ability to deliver its investment strategy if replacements are not found in a timely manner. |
If the Manager’s investment team were not able to deliver, investment opportunities could be missed or misevaluated, while existing investment performance may suffer. |
The Manager regularly updates the Board on team developments and succession planning. The Manager places significant focus on developing key individuals to ensure that there is a pipeline of potential succession candidates internally. External appointments are also considered if that best satisfies the business needs at the appropriate time. The Company’s investment team within the Manager has always taken a team-based approach to decision-making which helps to mitigate against key person risk. In addition, no one investment professional has sole responsibility for an investment or fund manager relationship and, to ensure that insights and knowledge are widely spread across the investment team, the team meets weekly to discuss all potential new investments and the overall performance of the Portfolio. The Manager’s compensation policy is designed to minimise turnover of key people. In addition, the senior investment professionals are required to co-invest alongside the Company for which they are entitled to a share of investment profits if performance hurdles are met, which aids retention. |
Stable Oliver Gardey was appointed as head of the Company’s investment team in the previous year and people risk was reduced accordingly. Following this transition, the Board believes that the risk in respect of people remains stable. |
|
Information security
The Company is dependent on effective information technology systems at both the Manager and Administrator. These systems support key business functions and are an important means of safeguarding sensitive information. |
A significant disruption to these IT systems, including breaches of data confidentiality or cybersecurity, could result in, among other things, financial losses, an inability to perform business critical functions, regulatory censure, legal liability and reputational damage. | Application of the Manager’s and Administrator’s information security policies is supported by a governance structure and a risk framework that allows for the identification, control and mitigation of technology risks. The adequacy of the systems and controls the Manager and Administrator have in place to mitigate the technology risks is continuously monitored and subject to regular testing. The effectiveness of the framework is periodically assessed. |
Stable The Board carries out a formal assessment of the Manager’s internal controls and risk management systems every year. Following this review and other considerations, the Board concluded that there was no material change in information security risk during the year. |
|
The Manager and other
third party advisers, including business processes and continuity The Company is dependent on third parties for the provision of all systems and services. In particular, the Company is dependent on the business processes of the Manager, Administrator and Depositary operating effectively. These systems support key business functions. Control failures and gaps in these systems and services could result in a loss or damage to the Company. |
A significant failure of or disruption to the Manager, Administrator or Depositary’s processes could result in, among other things, financial losses, an inability to perform business critical functions, regulatory censure, legal liability and reputational damage. |
The Audit Committee formally assesses the internal controls of the Manager, the Administrator and Depositary on an annual basis to ensure adequate controls are in place. The assessment in respect of the current year is discussed in the Report of the Audit Committee Within the Annual Report. The Management Agreement and agreements with other key service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements. |
Stable The Board carries out a formal assessment of the Manager’s internal controls and risk management systems every year (supported by the Manager’s internal audit function). Following this review and other considerations, the Board concluded that there was no material change in the manager and other third party advisers risk during the year. |
| Financial Risks | |||
|
Financing
The Company has outstanding Commitments that may be drawn down at any time in excess of total liquidity to private equity funds. The ability to fund this difference is dependent on receiving cash proceeds from investments (the timing of which are unpredictable) and the availability of financing facilities. |
If the Company encountered difficulties in meeting its outstanding Commitments, there would be significant reputational damage as well as risk of damages being claimed from managers and other counterparties. It is also possible that the Company might need to raise new equity to fund its outstanding Commitments. |
The Manager monitors the Company’s liquidity and covenants on a frequent basis, and undertakes cash flow monitoring, and provides regular updates on these activities to the Board. Commitments are expected to be mostly deployed over a four-year period. If necessary the Company can reduce the level of Co-investments and Secondary Investments, which are discretionary, to preserve liquidity for funding its Commitments. The Company could also dispose of assets. The Company signed a new facility in January 2021 for €200m (£177m) that matures in January 2025. The previous facility was a €176m (£156m) multi-currency bank facility agreed on 2 April 2019, which was due to mature in two equal tranches in April 2021 and April 2022. The total available liquidity as at 31 January 2021 stood at £201m, comprising £45m in cash balances and £156m in undrawn bank facilities As a result, the available financing along with the Portfolio exceeded the outstanding Commitments by a factor of 2.8 times as at 31 January 2021. |
Reduced The Company’s previous credit facility was due to mature in expire in Apr-2021 and Apr-2022. Following the signing of the Company’s new credit facility that matures in February 2025 this risk has significantly reduced. |
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Accordingly, the directors have prepared the financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006. Company law also requires that the directors do not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the relevant period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether International Accounting Standards in conformity with the requirements of the Companies Act 2006, have been followed, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006 and, as regards the Company’s financial statements, International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in October 2019. The directors are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Having taken advice from the Audit Committee, the directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Each of the directors confirm that, to the best of their knowledge:
- the financial statements, which have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
- the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Jane Tufnell
Chair
27 April 20 2 1
INCOME STATEMENT
| Year to 31 January 20 2 1 | Year to 31 January 20 20 | ||||||
| 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 | 6,523 | 184,071 | 190,594 | 7,060 | 85,660 | 92,720 | |
| Deposit interest | 26 | – | 26 | 300 | – | 300 | |
| Other income | 45 | – | 45 | 81 | – | 81 | |
| Foreign exchange gains and losses | – | (799) | (799) | – | 208 | 208 | |
| 6,594 | 183,272 | 189,866 | 7,441 | 85,868 | 93,309 | ||
| Expenses | |||||||
| Investment management charges | (2,682) | (8,046) | (10,728) | (2,393) | (7,179) | (9,572) | |
| Other expenses | (2,129) | (1,941) | (4,070) | (1,738) | (1,494) | (3,232) | |
| (4,811) | (9,987) | (14,798) | (4,131) | (8,673) | (12,804) | ||
| Profit before tax | 1,783 | 173,285 | 175,068 | 3,310 | 77,195 | 80,505 | |
| Taxation | – | – | – | (538) | 538 | – | |
| Profit for the year | 1,783 | 173,285 | 175,068 | 2,772 | 77,733 | 80,505 | |
| Attributable to: | |||||||
| Equity shareholders | 1,783 | 173,285 | 175,068 | 2,772 | 77,733 | 80,505 | |
| Basic and diluted earnings per share | 4 | 254.53p | 116.63p | ||||
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.
BALANCE SHEET
| Notes |
31 January
20 2 1 £’000 |
31 January
20 20 £’000 |
|
| Non-current assets | |||
| Investments held at fair value | 907,562 | 778,416 | |
| Current assets | |||
| Cash and cash equivalents | 45,143 | 14,470 | |
| Receivables | 162 | 1,142 | |
| 45,305 | 15,612 | ||
| Current liabilities | |||
| Payables | 851 | 483 | |
| Net current assets | 44,454 | 15,129 | |
| Total assets less current liabilities | 952,016 | 793,545 | |
| Capital and reserves | |||
| Share capital | 7,292 | 7,292 | |
| Capital redemption reserve | 2,112 | 2,112 | |
| Share premium | 12,936 | 12,936 | |
| Capital reserve | 929,676 | 771,205 | |
| Revenue reserve | – | – | |
| Total equity | 952,016 | 793,545 | |
| Net asset value per share (basic and diluted) | 6 | 1,384.4p | 1,152.1p |
CASH FLOW STATEMENT
| Notes |
Year to
31 January 20 2 1 £’000 |
Year to
31 January 20 20 £’000 |
|
| Operating activities | |||
| Sale of portfolio investments | 147,545 | 107,179 | |
| Purchase of portfolio investments | (86,134) | (95,417) | |
| Net cash flows to subsidiary investments | (6,486) | (34,446) | |
| Interest income received from portfolio investments | 1,231 | 5,832 | |
| Dividend income received from portfolio investments | 5,445 | 1,290 | |
| Other income received | 71 | 381 | |
| Investment management charges paid | (10,334) | (9,499) | |
| Other expenses paid | (1,419) | (1,227) | |
| Net cash inflow/(outflow) from operating activities | 49,919 | (25,907) | |
| Financing activities | |||
| Bank facility fee | (1,410) | (2,576) | |
| Interest paid | (440) | (61) | |
| Credit facility utilised | 40,000 | – | |
| Credit facility repaid | (40,000) | – | |
| Purchase of shares into treasury | (775) | (2,628) | |
| Equity dividends paid | 5 | (15,822) | (15,192) |
| Net cash outflow from financing activities | (18,447) | (20,457) | |
| Net increase/(decrease) in cash and cash equivalents | 31,472 | (46,364) | |
| Cash and cash equivalents at beginning of year | 14,470 | 60,626 | |
| Net increase/(decrease) in cash and cash equivalents | 31,472 | (46,364) | |
| Effect of changes in foreign exchange rates | (799) | 208 | |
| Cash and cash equivalents at end of year | 45,143 | 14,470 |
STATEMENT OF CHANGES IN EQUITY
| Company |
Share capital
£’000 |
Capital
redemption reserve £’000 |
Share premium
£’000 |
Realised
capital reserve £’000 |
Unrealised
capital reserve £’000 |
Revenue
reserve £’000 |
Total
shareholders’ equity £’000 |
| Year to 31 January 2021 | |||||||
| Opening balance at 1 February 2020 | 7,292 | 2,112 | 12,936 | 356,393 | 414,812 | – | 793,545 |
| Profit for the year and total comprehensive income | – | – | – | 100,484 | 72,801 | 1,783 | 175,068 |
| Dividends paid or approved | – | – | – | (14,039) | – | (1,783) | (15,822) |
| Purchase of shares into treasury | – | – | – | (775) | – | – | (775) |
| Closing balance at 31 January 2021 | 7,292 | 2,112 | 12,936 | 442,063 | 487,613 | – | 952,016 |
| Company |
Share capital
£’000 |
Capital
redemption reserve £’000 |
Share premium
£’000 |
Realised
capital reserve £’000 |
Unrealised
capital reserve £’000 |
Revenue
reserve £’000 |
Total
shareholders’ equity £’000 |
| Year to 31 January 20 20 | |||||||
| Opening balance at 1 February 2019 | 7,292 | 2,112 | 12,936 | 348,632 | 359,888 | – | 730,860 |
| Profit for the year and total comprehensive income | – | – | – | 22,809 | 54,924 | 2,772 | 80,505 |
| Dividends paid or approved | – | – | – | (12,420) | – | (2,772) | (15,192) |
| Purchase of shares into treasury | – | – | – | (2,628) | – | – | (2,628) |
| Closing balance at 31 January 20 20 | 7,292 | 2,112 | 12,936 | 356,393 | 414,812 | – | 793,545 |
NOTES TO THE FINANCIAL STATEMENTS
1) General information
These 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 financial information for the year ended 31 January 2021 has been extracted from the statutory accounts for that year and do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006. Statutory accounts for that year will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held on 21 June 2021.
The financial information for the year ended 31 January 2020 has been extracted from the statutory accounts for that year which were approved by the Board of directors on 27 April 2020 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006.
The financial information for the year ended 31 January 2021 has been prepared in accordance with the Companies Act 2006 as applicable to companies using International Financial Reporting Standards ('IFRS') and the Statement of Recommended Practice ('SORP') for investment trusts issued by the Association of Investment Companies in October 2019.
3) Basis of preparation
The financial information for the year ended 31 January 2021 has been prepared in accordance with International Accounting Standards (IAS) in conformity with the requirements of the Companies Act 2006 and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in October 2019.
IFRS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee.
These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis continues to be appropriate, the directors assessment is further detailed in the Report of the Directors
The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items
of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows:
- Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair value through profit or loss should be shown in the capital column of the income statement.
- Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the income statement.
- The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with the Board’s expected long term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.
The accounting policy regarding the allocation of expenses is set out in note 1(i).
In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:
(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;
(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and
(c) it measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments classified as held at fair value through profit and loss.
The Financial Conduct Authority and the Bank of England have imposed significant interest rate benchmarking reform. As a result, there will be the imminent cessation of LIBOR. LIBOR publication is expected to cease by 31 December 2021. The Company will apply the practical expedient as permitted under the transition rules. The impact of this application will be immaterial to the Company.
Investments
All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as investments held at fair value) and are measured at subsequent reporting dates at fair value. Changes in the value of all investments held at fair value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from those disclosed in the Annual Report.
Unquoted investments
Fair value for unquoted investments is established by using various valuation techniques.
Funds and Co-investments (collectively ‘unquoted investments’) are typically fair valued using the net asset value those unquoted investments as determined by the investment manager of those funds. The investment manager performs periodic valuations of its underlying investments in line with fair value measurements. In the absence of contrary information, the valuation methodologies are deemed to be appropriate. A robust assessment is performed the Company's experienced Investment Committee to determine the sophistication of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value and these are the valuations recorded up to the measurement date.
The fair value measurement adopted by investment managers of unquoted investments is calculated in accordance with the 2018 IPEV guidelines. The primary valuation methodology used is an earnings multiple methodology, with other methodologies used where they are more appropriate.
Adjustments may be made to the net asset values provided or an alternative method maybe deemed to be more appropriate. The most common reason for adjustments is to take account of events occurring after the date of the manager’s valuation, and better information becoming available, such as a realisation or a significant macroeconomic event.
Quoted investments
Quoted investments are held at the last traded bid price on the balance sheet date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract is reflected on the trade date.
Subsidiary undertakings
The investments in the subsidiaries are recognised at fair value through profit and loss.
The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the 'Former Manager') (together 'the Co-investors'), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. These arrangements are discussed further in the Report of the Directors. At 31 January 2020, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date.
Associates
Investments which fall within the definition of an associate under IAS 28 (Investments in associates) are accounted for as investments held at fair value through profit or loss, as permitted by that standard.
The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does not exert control or significant influence over the activities of these companies/partnerships as they are managed by other third parties.
4) Earnings per share
|
Year ended
31 January 2021 |
Year ended
31 January 2020 |
|
| Revenue return per ordinary share | 2.59p | 4.02p |
| Capital return per ordinary share | 251.94p | 112.61p |
| Earnings per ordinary share (basic and diluted) | 254.53p | 116.63p |
Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £1.8m
(2020: £2.8m) 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 £173.3m
(2020: £77.7m) 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 £175.1m (2020: £80.5m) 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 68,781,700 (2020: 69,027,192). There were no potentially dilutive shares, such as options or warrants, in either year.
5) Dividends
|
Year ended
31 January 2021 £’000 |
Year ended
31 January 2020 £’000 |
|
| Third quarterly dividend in respect of year ended 31 January 2020: 5.0p per share (2020: 5.0p) | 3,444 | 3,459 |
| Final dividend in respect of year ended 31 January 2020: 8.0p per share (2020: 7.0p) | 5,502 | 4,839 |
| First quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p) | 3,438 | 3,450 |
| Second quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p) | 3,438 | 3,444 |
| Total | 15,822 | 15,192 |
The Company paid a third quarterly dividend of 5.0p per share in March 2021. The Board has proposed a final dividend of 9.0p per share in respect of the year ended 31 January 2021 which, if approved by shareholders, will be paid on 23 July 2021 to shareholders and on the register of members at the close of business on 2 July 2021.
6) Net asset value per share
The net asset value per share is calculated as the net assets attributable to shareholders of £952.0m (2020: £793.5m) and on 68,767,055 (2020: 68,877,055) ordinary shares in issue at the year 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 1,384.4p (2020: 1,152.1p).
7 ) Post balance sheet events
Following the year-end, on 26 February 2021, the Company finalised a new bank facility of €200m (£177m, translated at the rate prevailing on the day the facility became available for use) with Credit Suisse. The facility was agreed to strengthen the company’s financial position and replace the previous facility that was in place at the year end.
The new facility requires at least £500m of investments be held in a single entity in order to provide security for the facility. To meet this criteria, a new subsidiary of the Company, ET Holdings LP, was incorporated on 15 December 2020 and will hold at least £500m of the Company’s investments. Post year-end, the Company has completed the transfer of £440 of its investments, as well as a transfer of £163 investments from the Company’s subsidiary ICG Enterprise Trust Co-investment LP, to ET Holdings LP. The transfer of investments is a non adjusting post balance sheet event. To date £nil has been drawn from the facility.
GLOSSARY (UNAUDITED)
Alternative Performance Measures (‘APMs’) 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.
Carried I nterest 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.
Co-investment is a direct investment in a company alongside a private equity fund.
Co-investment I ncentive S cheme A ccrual represents the estimated value of interests in the Co-investment Incentive Scheme operated by the Company. At both 31 January 2021 and 31 January 2020, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at its carrying value at those dates.
Commitment represents the amount of capital that each limited partner agrees to contribute to the fund which can be drawn at the discretion of the General Partner.
Deployment please see ‘Total New Investment’.
Direct I nvestments please see ‘Co-investment’.
Discount arises when the Company’s shares trade at a discount to NAV. 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%.
Drawdowns are amounts invested by the Company into funds 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.
Enterprise V alue is the aggregate value of a company’s entire issued share capital and Net Debt.
FTSE All-Share Index Total Return is 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 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 are where the Company receives sales proceeds from the full or partial sale of a fund position within the secondary market.
General Partner (‘GP’ or the ’ manager ’ ) is the entity managing a private equity fund. This is commonly referred to as the Manager.
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.
High Conviction Investments comprises Direct Investments, ICG managed funds and Secondary Investments.
Initial Public Offering (‘IPO’) 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.
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.
Internal Rate of Return (‘IRR’) 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.
Last Twelve Months (‘LTM’) refers to the time frame of the immediately preceding 12 months in reference to a financial metric used to evaluate the Company’s performance.
Limited Partner (‘LP’) is an institution or individual who commits capital to a private equity fund established as a Limited Partnership. These investors are generally protected from legal actions and any losses beyond the original investment.
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 will not receive a profit share until cost has been returned and an agreed Preferred Return has been achieved.
Net A sset V alue (‘NAV’) p er S hare 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 A sset V alue (‘NAV’) p er S hare Total Return is the change in the Company’s net asset value per share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid.
Net D ebt is calculated as the total short-term and long-term debt in a business, less cash and cash equivalents.
Ongoing Charges are calculated in line with guidance issued by the Association of Investment Companies (‘AIC’) and captures 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.
| 2021 |
Total per
Income Statement £’000 |
Amount
excluded from AIC O ngoing C harges £’000 |
Included O ngoing C harges £’000 |
|
| Management fees | 10,728 | – | 10,728 | |
| General expenses | 1,447 | 8 | 1,439 | |
| Finance costs | 2,623 | 2,623 | – | |
| Total gains on Portfolio investments excluding impact of foreign exchange |
14,798 |
2,631 |
12,167 |
|
| Total Ongoing Charges | 12,167 | |||
| Average NAV | 834,566 | |||
| Ongoing Charges as % of NAV | 1.5% | |||
| 2020 |
Total per
Income Statement £’000 |
Amount
excluded from AIC O ngoing C harges £’000 |
Included O ngoing C harges £’000 |
|
| Management fees | 9,572 | – | 9,572 | |
| General expenses | 1,179 | 12 | 1,167 | |
| Finance costs | 2,053 | 2,053 | – | |
| Total gains on Portfolio investments excluding impact of foreign exchange |
12,804 |
2,065 |
10,739 |
|
| Total Ongoing Charges | 10,739 | |||
| Average NAV | 782,437 | |||
| Ongoing Charges as % of NAV | 1.4% |
Other N et L iabilities at the aggregated Company and subsidiary Limited Partnership level represent net other liabilities per the Company's balance sheet, net other liabilities per the balance sheets of the subsidiaries and amounts payable under the co-incentive scheme accrual.
Overcommitment refers to where private equity fund investors make Commitments exceeding available liquidity 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, and therefore liquidity, from the existing portfolio to fund new investment.
Portfolio represents the aggregate of the investment Portfolios of the Company and of its subsidiary Limited Partnerships. This is consistent with the commentary in previous annual and interim reports. The Board and the Manager consider that this is the most relevant basis for shareholders to assess the overall performance of the Company and comparison with its peers.
The closest equivalent amount reported on the balance sheet is ‘investments at fair value’. A reconciliation of these two measures along with other figures aggregated for the Company and its subsidiary Limited Partnerships is presented below.
31 January 2021:
| £m | Fair value per balance sheet | Cash held by subsidiary L imited P artnerships | Balances receivable from subsidiary L imited P artnerships | Co-investment incentive scheme accrual | Aggregated Company and subsidiary L imited P artnerships |
| Investments* | 907.6 | - | (0.2) | 41.8 | 949.2 |
| Cash | 45.2 | - | - | - | 45.2 |
| Other Net Liabilities | (0.7) | - | 0.2 | (41.8) | (42.3) |
| Net assets | 952.1 | - | - | - | 952.1 |
31 January 2020:
| £m | Fair value per balance sheet | Cash held by subsidiary L imited P artnerships | Balances receivable from subsidiary L imited P artnerships | Co-investment incentive scheme accrual | Aggregated Company and subsidiary L imited P artnerships |
| Investments* | 778.4 | - | - | 28.0 | 806.4 |
| Cash | 14.5 | - | - | - | 14.5 |
| Other Net Liabilities | 0.7 | - | - | (28.0) | (27.3) |
| Net assets | 793.6 | - | - | - | 793.6 |
* Investments at fair value per Company balance sheet or the Portfolio for aggregated Company and subsidiary L imited P artnerships
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 scheme accrual. The Portfolio Return of 24.9% is calculated as follows:
| £m | 2021 | 2020 | |
| Income, gains and losses on investments | 190.6 | 92.7 | |
| Foreign exchange gains and losses included in gains and losses on investments | (12.2) | 13.8 | |
| Incentive accrual valuation movement | 22.2 | 8.9 | |
| Total gains on Portfolio investments excluding impact of foreign exchange | 200.6 | 115.4 | |
| Opening Portfolio valuation | 806.4 | 694.8 | |
| Portfolio Return on a Local Currency Basis | 24.9% | 16.6% |
Portfolio Company refers to an individual company in an investment portfolio.
Preferred R eturn is the preferential rate of return on an individual investment or a portfolio of investments, which is typically 8% per annum.
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.
Quoted C ompany is any company whose shares are listed or traded on a recognised stock exchange.
Realisation P roceeds are amounts received in respect of underlying realisation activity from the Portfolio and excludes any inflows from the sale of fund positions via the secondary market.
Realisations – M ultiple to C ost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost.
|
£m |
2 02 1 | 2020 |
| Cumulative Realisation Proceeds from Full Exits in the year | 85.7 | 99.2 |
| Cost | 35.6 | 41.9 |
| Average return Multiple to Cost | 2.4x | 2.4x |
Realisations – U plift to C arrying V alue is the aggregate uplift on Full Exits from the Portfolio in the period excluding publicly listed companies that were exited via sell downs of their shares.
|
£m |
2 02 1 | 2020 |
| Realisation Proceeds | 78.0 | 73.5 |
| Carrying value prior to exit | 59.7 | 53.7 |
| Realisation Uplift to Carrying Value | 31% | 37% |
Secondary I nvestments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity.
Share P rice 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 N ew I nvestment 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 |
2021 | 2020 |
|
Per Cash flow statement
Purchase of Portfolio investments |
86.1 | 95.4 |
| Purchase of Portfolio investments within subsidiary investments | 53.1 | 63.2 |
| Total New Investment | 139.2 | 158.6 |
Total P roceeds 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. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows:
|
£ m |
2 02 1 | 2020 |
| Per Cash flow statement | ||
| Sale of portfolio investments | 147.5 | 107.2 |
| Sale of portfolio investments, interest received and dividends received within subsidiary investments |
55.1 | 34.5 |
| Interest income | 1.2 | 5.8 |
| Dividend income | 5.4 | 1.3 |
| Total Proceeds | 209.2 | 148.8 |
| Fund Disposals | 71.9 | 8.2 |
| Realisation Proceeds | 137.3 | 140.6 |
Total Return is a performance measure that assumes the notional re-investment of dividends. This is a measure commonly used by the listed private equity sector and listed companies in general.
The table below sets out the share price and the Net Asset Value per Share growth figures for periods of one, three, five and ten years to the balance sheet date on a Total Return basis.
| Total Return performance in years to 31 January 20 2 1 | 1 year | 3 year | 5 year | 10 year |
| Net Asset Value per Share | +22.5% | +53.1% | +109.3% | +207.7% |
| Share Price | +2.8% | +27.6% | +101.8% | +290.3% |
| FTSE All-Share Index | -7.5% | -1.6% | +31.5% | +71.4% |
The table below shows the breakdown of the 1 year Net Asset Value per Share Total Return:
| Change in NAV (% of opening NAV) | 2021 | 2020 |
| Portfolio Return on a Local Currency Basis | 24.9% | 16.6% |
| Currency movements on the Portfolio | 1.5% | (2.0%) |
| Portfolio return in sterling | 26.4% | 14.6% |
| Effect of cash drag | 0.4% | (0.7%) |
| Impact of net portfolio movement on net asset value | 26.8% | 13.9% |
| Expenses and other income | (1.9%) | (1.7%) |
| Incentive accrual valuation movement | (2.8%) | (1.2%) |
| Increase in net asset value per share before buy backs | 22.1% | 11.0% |
| Impact of share buy backs & dividend reinvestment | 0.4% | 0.2% |
| Net A sset V alue p er S hare T otal R eturn | 22.5% | 11.2% |
Undrawn C ommitments are Commitments that have not yet been drawn down
Unquoted C ompany is any company whose shares are not listed or traded on a recognised stock exchange.
Valuation M ultiples are earnings (EBITDA) or revenue multiples applied in valuing a business enterprise
Venture C apital refers to investing in companies at a point in that company’s life cycle that is either at the concept, start-up or early stage of development.
1 Alternative Performance Measure
2 In the Chair’s Statement, Manager’s Review and Supplementary Information, reference is made to the “Portfolio”. This is an APM.
3 PetSmart/Chewy, Telos, Allegro and Cognito were excluded from this analysis.
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