ICG: Final Results for the financial year ended 31 March 2024
| Delivering multiple levers of growth | ||
Highlights
Note: unless otherwise stated the financial results discussed herein are on the basis of Alternative Performance Measures (APM) - see page 3. 1 See page 6 for details of a methodology change to AUM; 2 On a constant currency basis. |
| William Rucker | Benoît Durteste | ||||||
| Chair | CEO and CIO | ||||||
| “ | ICG's performance over the year adds to an already-strong track record of delivering growth across cycles. In a fast-moving environment, we remained focused on executing our strategy to serve our clients and to grow our business. During the year, the Board has worked closely with the executive team to ensure that ICG has the right strategy, financial and human capital resources to continue to succeed in the coming decades. The strength of the ICG platform and the benefits of our breadth at increasing scale are evermore visible in our results. | " | “ | The entire ICG team should be proud of the results we are reporting today, in the 30th year since we listed. We are a manager of choice for our clients, in a global market that will increasingly reward those with strong track records and resilient business models. We have a number of large, globally-relevant flagship strategies; an exciting set of scaling products; and in FY24 we secured client commitments of almost $1.5bn across three first-time funds. Our broad waterfront of products enables us to react to the needs of our clients and portfolio companies. In the current market we are benefiting from an environment in which strategies that invest in credit, structured transactions, and which provide liquidity solutions are particularly attractive. We are demonstrating long-term financial growth. Our management fee income has reached over half a billion pounds for the first time ever; our FMC profits have grown for the 10th consecutive year; and our balance sheet has proven its strategic and financial value. Our strategy of scaling up and scaling out is delivering multiple levers of growth as we continue to build ICG for further success in the years ahead. | " | ||
PERFORMANCE OVERVIEW
Historical performance
Unless stated otherwise, the financial results discussed herein are on the basis of alternative performance measures (APM), which the Board believes assists shareholders in assessing the financial performance of the Group. See page 3 for further information.
Financial performance
| Year ended31 March 2023 | Year ended 31 March 2024 | Year-on-year growth1 | Last five years CAGR1,2 | |
| AUM | $80.2bn | $98.4bn | 23% | 20% |
| Fee-earning AUM | $62.8bn | $69.7bn | 11% | 17% |
| Management fee income | £481.4m | £505.4m | 5% | 21% |
| Performance fee income | £19.6m | £73.7m | 276% | 28% |
| Annualised Net Investment Return % | 4% | 13% | 11%3 | |
| Fund Management Company profit before tax | £310.7m | £374.5m | 21% | 21% |
| Group profit before tax | £258.1m | £597.8m | 132% | 17% |
| Group earnings per share | 80p | 182p | 126% | 14% |
| NAV per share | 694p | 801p | 15% | 10% |
| Dividend per share | 77.5p | 79.0p | 2% | 12% |
1 AUM on constant currency basis; 2 AUM and per share calculations based on 31 March 2019 to 31 March 2024. Dividend includes FY24 declared dividend; 3 Five year average.
Business activity
| Year ended 31 March 2024 | Fundraising | Deployment1 | Realisations1,2 |
| Structured and Private Equity | $5.4bn | $1.7bn | $0.8bn |
| Private Debt | $4.8bn | $3.8bn | $1.8bn |
| Real Assets | $1.0bn | $2.2bn | $0.9bn |
| Credit | $1.8bn | ||
| Total | $13.0bn | $7.7bn | $3.5bn |
1 Direct investment funds; 2 Realisations of fee-earning AUM.
| Medium-term financial guidance | |||||
| Fundraising | FMC Operating margin | Investment performance | |||
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1 Assuming fundraising environment normalises in FY26.
COMPANY PRESENTATION
A presentation for shareholders, debtholders and analysts will be held at 09:00 BST today: join via the link on our website. A recording and transcript of the presentation will be available on demand from the same location in the coming days.
COMPANY TIMETABLE
| Ex-dividend date | 13 June 2024 |
| Record date | 14 June 2024 |
| Last date to elect for dividend reinvestment | 12 July 2024 |
| AGM and Q1 trading statement | 16 July 2024 |
| Payment of ordinary dividend | 2 August 2024 |
| Half year results announcement | 13 November 2024 |
ABOUT ICG
ICG provides flexible capital solutions to help companies develop and grow. We are a global alternative asset manager with over 30 years' history, operating across four asset classes: Structured and Private Equity, Private Debt, Real Assets, and Credit.
We develop long-term relationships with our business partners to deliver value for shareholders, clients and employees. We are committed to being a net zero asset manager across our operations and relevant investments by 2040.
ICG is listed on the London Stock Exchange. Further details are available at www.icgam.com.
ENQUIRIES
| Shareholders & Debtholders / Analysts: | |
| Chris Hunt, Head of Corporate Development & Shareholder Relations, ICG | +44(0)20 3545 2020 |
| Media: | |
| Fiona Laffan, Global Head of Corporate Affairs, ICG | +44(0)20 3545 1510 |
This results statement 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.
USE OF ALTERNATIVE PERFORMANCE MEASURES
The Board and management monitor the financial performance of the Group on the basis of Alternative Performance Measures (APM), which are non-UK-adopted IAS measures. The APM form the basis of the financial results discussed in this review, which the Board believes assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial performance.
The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including seeded strategies, and related entities deemed to be controlled by the Group, which are included in the UK-adopted IAS consolidated financial statements at fair value but excluded for the APM in which the Group’s economic exposure to the assets is reported.
Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make significant decisions that can substantially affect the variable returns of investors. This has the impact of including the assets and liabilities of these entities in the consolidated statement of financial position and recognising the related income and expenses of these entities in the consolidated income statement.
The Group’s profit before tax on a UK-adopted IAS basis was above prior period at £530.8m (FY23: £251.0m). On the APM basis it was above the prior period at £597.8m (FY23: £258.1m).
The Group’s APM Net Investment Returns in FY24 include £60m of gains that had previously been recognised under UK-adopted IAS but not under APM. This is due to a change in classification of one asset that was originally expected to be transferred to a fund managed by ICG and that is now expected to be sold to third parties.
Detail of these adjustments can be found in note 4 to the consolidated financial statements on pages 29 to 85.
CHIEF EXECUTIVE OFFICER’S REVIEW
Marking 30 years since IPO
2024 is our 30th anniversary of being listed on the London Stock Exchange, and the entire ICG team is proud to mark this milestone with the results we are reporting today. Since our IPO, we have generated a total shareholder return of 85.8x - substantially more than both the FTSE 100 and the S&P 500. Our total shareholder return has also outperformed both those indices over the last five and ten years1. Today we are a truly global business managing almost $100bn of AUM on behalf of over 680 clients across a wide range of private markets strategies, and we have demonstrated a consistent ability to scale up and to scale out - both strategically and financially.
The challenging environment over the last last twelve months - indeed, the last two years - has shown that we are a manager of choice for clients, who have continued to commit capital to our funds. The investment performance of our products has delivered significant value and as a firm we have scaled and broadened our capabilities and our platform - all of which positions us well to capture future growth opportunities.
Our focus on sustainability remains strong. During the past year, we have continued making progress towards our science-based decarbonisation targets and have further enhanced our approach to integrating sustainability factors in our investment decisions and engagement efforts. We were pleased that ICG retained its recognition as a leader in our field in a range of external sustainability ratings; for the third consecutive year we received the top AAA rating from MSCI and retained membership in the Dow Jones Sustainability Index (Europe)2, to name a few. I encourage you to read our Sustainability and People Report, which will be published in the coming weeks, for a more in-depth review of our progress.
Navigating today's environment
The investment landscape across the industry during FY24 was nuanced. For more equity-focused strategies, transaction velocity reduced substantially across the market, with 2023 marking the second consecutive year that buyout volumes globally reduced3. By contrast, deployment in private debt strategies held up, taking advantage of the funding gap created by the leveraged loan and high yield bond markets being generally closed - over 80% of LBOs in Europe during 2023 were backed by direct lending strategies3. For many LPs, the level of realisations has been a significant challenge over the last 24 months and a differentiator as they select managers. DPI has been described as “the new IRR”, this has become a competitive advantage for ICG. Consistently crystallising performance has long been an expressly avowed feature of our investment approach, and we are reaping the benefits today, with a number of our strategies having a proven track record of being top decile.
From a deployment perspective, strategies that invest in credit, structured transactions and liquidity solutions are attractive in today’s environment. Our broad waterfront of products has enabled us to capitalise on these conditions for our clients, which is particularly notable in the business activity during the year within our flagship Direct Lending strategy, and in our families of secondary4 and corporate5 strategies.
Looking ahead, we do not see signs of a notable, imminent and sustained increase in traditional buyout volumes. However, we do believe that companies will continue to seek to raise capital to support their growth and ownership ambitions, and ICG's range of products enables us to provide flexible solutions across the capital structure that we expect to continue to be attractive in this environment. Further reflections on trends and our outlook relative to our principal areas of risk can be found on pages 19 - 27.
Building for growth
Our focus on building the ICG platform to have breadth at scale across our investment strategies and our client base; our reputation for investment excellence; and our human and financial capital, all combine to create a powerful and growing ecosystem that positions us for long-term success and enables us to proactively manage through market cycles. In a strong market, the vast majority of managers appear to flourish; in more challenging environments, the benefits of strong investment discipline and a sustainable, long-term business model become more apparent.
That we are in an attractive position in this respect is clear in our financial performance: in FY24 we raised $13.0bn, exceeding our accelerated fundraising guidance; our fee-earning AUM grew, closing the year at $69.7bn; management fees of £505m surpassed half a billion pounds for the first time ever; portfolio company performance and transaction visibility led to performance fees of £74m being recognised and NIR of 13%; and FMC PBT reached £375m, growing for the tenth consecutive year.
Supporting this growth, we have continued to invest in our platform – we now have 635 employees6 globally and operate out of 19 locations. During the year we opened an office in Canada, grew our presence in Poland and India, and made a number of hires across the firm, in particular within our marketing and CBS teams. While we expect to continue to welcome more colleagues in FY25 at all levels, we have already made substantial investments to position the business and platform for further future growth.
Meeting client demand
Of the $13.0bn fundraising during the year, 31% came from the US and 11% came from the Wealth channel – both areas of focus that we have previously highlighted. We enjoyed strong demand for the two flagship strategies we had in the market, Strategic Equity (which raised $3.5bn) and European Direct Lending (Senior Debt Partners, which raised $3.7bn), as well as for a number of scaling strategies including Europe Mid-Market II and North America Credit Partners III. All four of these funds are already larger than their predecessor vintages and are continuing to raise.
The current fundraising backdrop is especially difficult for first time funds, and against that backdrop we are extremely pleased with three notable successes: ICG Life Sciences was selected as an Investment Partner for the UK Government-backed Long-term Investment for Technology and Science (LIFTS) initiative; we raised $0.5bn for our Real Estate Equity's "Metropolitan" fund family; and we had the final close for the first vintage of ICG LP Secondaries, with a materially oversubscribed fundraise for the strategy closing at $1.0bn. These successes build on our differentiated ability to broaden our waterfront of products organically; underline the trust our clients are willing to place in us; and have opened up new asset classes for ICG in which to grow our AUM in the coming years.
Since 1 April 2021 we have attracted more capital more quickly than we anticipated, raising $46bn over three years. During this time we have grown our client base by 43%, from 476 to 681, and these new clients contributed 35% of our fundraising in the period. This is a material step-up in our scale globally, and as more of our strategies get incrementally larger, we expect to see further benefits of our growing client franchise across our platform.
Looking ahead
Today our waterfront of products is broad and attractive. We have a number of globally relevant, large, flagship strategies that have considerable runway for further growth; and an exciting group of scaling strategies that provide multiple levers to expand and diversify our business globally in the coming years.
We are working on a number of promising first-time funds - including Real Estate Asia and Infrastructure Asia - and we are launching our first wealth-focused product, ICG Core Private Equity. This is an institutional-quality US evergreen fund giving clients differentiated access to private equity through the secondary market.
I remain very confident of the market’s ongoing evolution and innovation. Since we listed 30 years ago ICG has been growing and investing successfully for the benefit of our clients and our shareholders, and today we have the market opportunity combined with the strategic and financial resources that position us for decades of growth to come.
Thank you for your continued support.
Benoît Durteste
- Source: Bloomberg as of 31 March 2024.
2. MSCI and S&P Global.
3. Source: Bain & Company, Global Private Equity Report 2024.
4. Strategic Equity and LP Secondaries.
5. European Corporate, Europe Mid Market and Asia Corporate.
6. Full Time Equivalent basis.
FINANCIAL REVIEW
AUM and FY25 fundraising
Refer to the Datapack for further detail on AUM (including fundraising, realisations and deployment).
AUM of $98bn
| AUM ($m) | Structured and Private Equity | Private Debt | Real Assets | Credit | Seed investments | Total |
| At 1 April 2023 | 29,887 | 23,849 | 8,218 | 18,205 | — | 80,159 |
| Fundraising and other additions | 6,030 | 5,135 | 1,243 | 1,873 | 394 | 14,675 |
| Realisations | (1,114) | (843) | (768) | (2,327) | (403) | (5,455) |
| Market movements | (305) | (508) | (60) | 193 | 89 | (591) |
| Impact of methodology change (see below) | 6,374 | 669 | 2,182 | — | 419 | 9,644 |
| At 31 March 2024 | 40,872 | 28,302 | 10,815 | 17,944 | 499 | 98,432 |
Note on methodology change regarding AUM: To bring our definition of AUM more closely into line with market practice and to more accurately reflect the value that we manage on behalf of our clients, effective 31 March 2024 we are including fee-exempt AUM that we manage. There is no impact on the definition of fee-earning AUM or on ICG plc's economics as a result of this change.
Fee-earning AUM of $70bn
| Fee-earning AUM ($m) | Structured and Private Equity | Private Debt | Real Assets | Credit | Total |
| At 1 April 2023 | 23,840 | 14,249 | 6,862 | 17,898 | 62,849 |
| Funds raised: fees on committed capital | 5,298 | — | 581 | — | 5,879 |
| Deployment of funds: fees on invested capital | 706 | 3,820 | 1,257 | 1,958 | 7,741 |
| Total additions | 6,004 | 3,820 | 1,838 | 1,958 | 13,620 |
| Realisations | (827) | (1,777) | (900) | (2,471) | (5,975) |
| Net additions / (realisations) | 5,177 | 2,043 | 938 | (513) | 7,645 |
| Stepdowns | (220) | — | (92) | — | (312) |
| Market movements | (463) | (382) | 25 | 296 | (524) |
| At 31 March 2024 | 28,334 | 15,910 | 7,733 | 17,681 | 69,658 |
| Change $m | 4,494 | 1,661 | 871 | (217) | 6,809 |
| Change % | 19% | 12% | 13% | (1)% | 11% |
| Change % (constant exchange rate) | 19% | 12% | 11% | (1)% | 11% |
The bridge between AUM and Fee-earning AUM is as follows:
| $m | Structured and Private Equity | Private Debt | Real Assets | Credit | Seed investments | Total |
| Fee-earning AUM | 28,334 | 15,910 | 7,733 | 17,681 | — | 69,658 |
| AUM not yet earning fees | 3,883 | 11,534 | 393 | 450 | — | 16,260 |
| Fee-exempt AUM | 6,374 | 669 | 2,182 | — | — | 9,225 |
| Balance sheet investment portfolio and Other1 | 2,281 | 189 | 507 | (187) | 499 | 3,289 |
| AUM | 40,872 | 28,302 | 10,815 | 17,944 | 499 | 98,432 |
1 Includes elimination of $588m (£465m) due to how the balance sheet investment portfolio accounts for and invests into CLO's managed by ICG and its affiliates
At 31 March 2024 we had $26.3bn of AUM available to deploy in new investments ("dry powder"), of which $16.3bn was not yet earning fees.
FY25 fundraising
At 31 March 2024, closed-end funds and associated SMAs that were actively fundraising included SDP V; Strategic Equity V; North America Credit Partners III; Europe Mid-Market II; Infrastructure Europe II; Life Sciences I; and various Real Estate equity and debt strategies. During FY25 we expect to hold final closes for a number of those including SDP V, Strategic Equity V, North America Capital Partners III and Infrastructure II. We anticipate launching a number of funds including Core Private Equity and Europe IX. The timings of launches and closes for these funds depends on a number of factors, including the prevailing market conditions.
Group financial performance
| £m unless stated | Year ended 31 March 2023 | Year ended 31 March 2024 | Change %1 |
| Management fees | 481.4 | 505.4 | 5% |
| Performance fees | 19.6 | 73.7 | n/m |
| Fee income | 501.0 | 579.1 | 16% |
| Movement in fair value of derivative | (26.8) | — | n/m |
| Other Fund Management Company income | 65.7 | 72.9 | 11% |
| Fund Management Company revenue | 539.9 | 652.0 | 21% |
| Fund Management Company operating expenses | (229.2) | (277.5) | 21% |
| Fund Management Company profit before tax | 310.7 | 374.5 | 21% |
| Fund Management Company operating margin | 57.5% | 57.4% | (0.1)% |
| Net investment return | 102.3 | 379.3 | n/m |
| Other Investment Company Income | (3.9) | (31.3) | n/m |
| Investment Company operating expenses | (103.1) | (100.4) | 3% |
| Interest income | 13.9 | 21.5 | 55% |
| Interest expense | (61.8) | (45.8) | 26% |
| Investment Company (loss) / profit before tax | (52.6) | 223.3 | n/m |
| Group profit before tax | 258.1 | 597.8 | n/m |
| Tax | (28.8) | (78.5) | n/m |
| Group profit after tax | 229.3 | 519.3 | n/m |
| Earnings per share | 80.3 p | 181.5 p | n/m |
| Dividend per share | 77.5p | 79p | 2% |
| Total available liquidity | £1.1bn | £1.1bn | 7% |
| Balance sheet investment portfolio | £2.9bn | £3.1bn | 6% |
| Net gearing | 0.52x | 0.38x | (0.14)x |
| Net asset value per share | 694p | 801p | 15% |
1 The % change, where the movements are in excess of +100%/ (100)% are shown as n/m.
Structured and Private Equity
Overview
| Flagship strategies | Scaling strategies | Seeding strategies |
| European Corporate Strategic Equity | European Mid-Market Asia Pacific Corporate LP Secondaries | Life Sciences Core Private Equity |
| Year ended 31 March 2023 | Year ended 31 March 2024 | Year-on-year growth2 | Last five years CAGR2,3 | |
| AUM | $29.9bn | $40.9 bn1 | 37% | 26% |
| Fee-earning AUM | $23.8bn | $28.3bn | 19% | 21% |
| Fundraising | $3.5bn | $5.4bn | 55% | |
| Deployment | $4.3bn | $1.7bn | (61)% | |
| Realisations | $2.3bn | $0.8bn | (64)% | |
| Effective management fee rate | 1.26% | 1.24% | (2)bps | |
| Management fees | £283m | £284m | —% | 22% |
| Performance fees | £13m | £53m | 298% | |
| Balance sheet investment portfolio | £1.8bn | £1.8bn | ||
| Annualised net investment return4 | 6% | 13% | 16%5 |
1 See page 6 for a description of how our methodology for calculating AUM has changed for FY24
2 AUM on constant currency basis;
3 AUM calculation based on 31 March 2019 to 31 March 2024;
4 Balance Investment Portfolio NIR;
5 Five-year average
Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance
| Vintage | Total fund size | Status | % deployed | Gross MOIC | Gross IRR | DPI | |
| Europe VI | 2015 | €3.0bn | Realising | 2.2x | 23% | 179% | |
| Europe VII | 2018 | €4.5bn | Realising | 1.9x | 19% | 42% | |
| Europe VIII | 2021 | €8.1bn | Investing | 47% | 1.3x | 16% | —% |
| Europe Mid-Market I | 2019 | €1.0bn | Investing | 93% | 1.6x | 29% | 34% |
| Europe Mid-Market II | Fundraising | ||||||
| Asia Pacific III | 2014 | $0.7bn | Realising | 2.1x | 18% | 98% | |
| Asia Pacific IV | 2020 | $1.1bn | Investing | 48% | 1.4x | 20% | —% |
| Strategic Secondaries II | 2016 | $1.1bn | Realising | 3.1x | 48% | 200% | |
| Strategic Equity III | 2018 | $1.8bn | Realising | 2.6x | 44% | 30% | |
| Strategic Equity IV | 2021 | $4.3bn | Investing | 97% | 1.5x | 35% | 3% |
| Strategic Equity V | Fundraising | ||||||
| LP Secondaries I | 2024 | $0.8bn | Investing | 28% | 2.1x | 79% | 4% |
Key drivers
| Business activity | Fundraising: Strategic Equity ($3.5bn), Mid Market II ($1.2bn); LP Secondaries ($0.7bn) Deployment: Mostly driven by European Corporate ($0.8bn) and Strategic Equity ($0.5bn) Realisations: Strategic Equity ($0.6bn) |
| Fee income | Management fees: Prior period included £30.6m of catch up fees (FY24: £3.7m). Underlying growth driven largely by fundraising for Strategic Equity V as well as for LP Secondaries I Performance fees: Include inaugural recognition for Europe VII |
| Balance sheet investment portfolio | Investment returns: Strategic Equity and European Corporate driving positive NIR, supported by underlying company growth |
| Fund performance | Broad-based year-on-year growth across key funds |
Private Debt
Overview
| Flagship strategies | Scaling strategies | Seeding strategies |
| Senior Debt Partners | North America Credit Partners | - |
| Year ended 31 March 2023 | Year ended 31 March 2024 | Year-on-year growth2 | Last five years CAGR2,3 | |
| AUM | $23.8bn | $28.3bn1 | 19% | 23% |
| Fee-earning AUM | $14.2bn | $15.9bn | 12% | 22% |
| Fundraising | $3.8bn | $4.8bn | 26% | |
| Deployment | $4.5bn | $3.8bn | (14)% | |
| Realisations | $2.0bn | $1.8bn | (8)% | |
| Effective management fee rate | 0.82% | 0.84% | +2bps | |
| Management fees | £84m | £100m | 20% | 28% |
| Performance fees | £6m | £8m | 22% | |
| Balance sheet investment portfolio | £0.2bn | £0.1bn | ||
| Annualised net investment return4 | 9% | 9% | 10%5 |
1 See page 6 for a description of how our methodology for calculating AUM has changed for FY24.
2 AUM on constant currency basis;
3 AUM calculation based on 31 March 2019 to 31 March 2024;
4 Balance Investment Portfolio NIR;
5 Five-year average
Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance
| Vintage | Total fund size | Status | % deployed | Gross MOIC | Gross IRR | DPI | |
| Senior Debt Partners II | 2015 | €1.5bn | Realising | 1.3x | 8% | 97% | |
| Senior Debt Partners III | 2017 | €2.6bn | Realising | 1.2x | 7% | 47% | |
| Senior Debt Partners IV | 2020 | €5.0bn | Realising | 1.2x | 11% | 15% | |
| Senior Debt Partners V | Fundraising / Investing | ||||||
| North American Private Debt I | 2014 | $0.8bn | Realising | 1.5x | 16% | 128% | |
| North American Private Debt II | 2019 | $1.4bn | Investing | 95% | 1.3x | 13% | 34% |
| North America Credit Partners III | Fundraising |
Key drivers
| Business activity | Fundraising: Senior Debt Partners ($3.7bn) and North America Credit Partners III ($1.0bn) Deployment: Senior Debt Partners ($3.5bn) and North America Credit Partners ($0.2bn) Realisations: Senior Debt Partners ($1.4bn) and North America Credit Partners ($0.3bn) |
| Fee income | Management fees: Net deployment supporting higher fee earning AUM, in particular in Senior Debt Partners Performance fees: Positive impact of higher base rates |
| Balance sheet investment portfolio | Investment returns: Interest rates remaining at higher levels and limited impairments |
| Fund performance | Key funds generally flat-to-up year-on-year |
Real Assets
Overview
| Flagship strategies | Scaling strategies | Seeding strategies |
| - | Infrastructure Europe Real Estate Equity Europe Real Estate Debt | Infrastructure Asia Real Estate Equity Asia |
| Year ended 31 March 2023 | Year ended 31 March 2024 | Year-on-year growth2 | Last five years CAGR2,3 | |
| AUM | $8.3bn | $10.8bn1 | 30% | 21% |
| Fee-earning AUM | $6.9bn | $7.7bn | 11% | 20% |
| Fundraising | $1.0bn | $1.0bn | (4)% | |
| Deployment | $1.7bn | $2.2bn | 28% | |
| Realisations | $1.0bn | $0.9bn | (10)% | |
| Effective management fee rate | 0.91% | 0.94% | +3bps | |
| Management fees | £49m | £56m | 15% | 20% |
| Performance fees | — | — | n/m | |
| Balance sheet investment portfolio | £0.3bn | £0.4bn | ||
| Annualised net investment return4 | 8% | 13% | 7%5 |
1 See page 6 for a description of how our methodology for calculating AUM has changed for FY24.
2 AUM on constant currency basis;
3 AUM calculation based on 31 March 2019 to 31 March 2024;
4 Balance Investment Portfolio NIR;
5 Five-year average
Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance
| Vintage | Total fund size | Status | % deployed | Gross MOIC | Gross IRR | DPI | |
| Real Estate Partnership Capital IV | 2015 | £1.0bn | Realising | 1.2x | 5% | 97% | |
| Real Estate Partnership Capital V | 2018 | £0.9bn | Realising | 1.2x | 9% | 28% | |
| Real Estate Partnership Capital VI | Investing | 73% | 1.1x | 11% | 10% | ||
| Infrastructure Equity I | 2020 | €1.5bn | Investing | 97% | 1.3x | 21% | 1% |
| Infrastructure II | Fundraising / Investing | ||||||
| Sale & Leaseback I | 2019 | €1.2bn | Investing | 92% | 1.2x | 8% | 6% |
| Strategic Real Estate II | Fundraising / Investing |
Key drivers
| Business activity | Fundraising: Real Estate equity and debt strategies ($0.6bn) and Infrastructure II ($0.4bn) Deployment: Real Estate equity and debt strategies ($1.5bn), Infrastructure Europe ($0.7bn) Realisations: Real Estate equity and debt strategies ($0.8bn), Infrastructure Europe ($0.1bn) |
| Fee income | Management fees: Debt strategies continue to deploy, increasing fee earning AUM. Equity strategies charging higher fees rate, positively impacting the effective management fee rate Performance fees: No performance fees due to early stage of key carry-eligible funds |
| Balance sheet investment portfolio | Investment returns: Positive NIR in Real Estate Equity and Infrastructure, with Real Estate Debt broadly flat year-on-year |
| Fund performance | Key funds broadly flat-to-up year-on-year |
Credit
Overview
| Flagship strategies | Scaling strategies | Seeding strategies |
| CLOs | Liquid Credit | - |
| Year ended 31 March 2023 | Year ended 31 March 2024 | Year-on-year growth2 | Last five years CAGR2,3 | |
| AUM | $18.2bn | $17.9bn1 | (1)% | 7% |
| Fee-earning AUM | $17.9bn | $17.7bn | (1)% | 8% |
| Fundraising | $1.9bn | $1.8bn | (3)% | |
| Realisations | $1.7bn | $2.5bn | 49% | |
| Effective management fee rate | 0.49% | 0.48% | (1)bps | |
| Management fees | £66m | £65m | (1)% | 10% |
| Performance fees | — | £13m | n/m | |
| Balance sheet investment portfolio | £0.4bn | £0.3bn | ||
| Annualised net investment return4 | (7%) | (1%) | (2)%5 |
1 See page 6 for a description of how our methodology for calculating AUM has changed for FY24
2 AUM on constant currency basis;
3 AUM calculation based on 31 March 2019 to 31 March 2024;
4 Balance Investment Portfolio NIR;
5 Five-year average
Key drivers
| Business activity | Fundraising: One US CLO ($0.4bn) and one European CLO ($0.4bn), remainder coming into various Liquid Credit funds Realisations: Liquid Credit ($1.9bn) and CLOs ($0.6bn) |
| Fee income | Management fees: In line with trajectory of fee-earning AUM Performance fees: Due to Alternative Credit, which has a performance fee test every three years |
| Balance sheet investment portfolio | Investment returns: Positive NIR across CLO equity, CLO debt and Liquid Credit, offset by a reduction in the value of the balance sheet's holding of CLO equity to reflect CLO dividends received that are recorded in the FMC |
Fund Management Company
The Fund Management Company (FMC) manages our third-party AUM, which it invests on behalf of the Group’s clients.
Management fees
The effective management fee rate on our fee-earning AUM at year end was 0.92% (FY23: 0.90%), and management fees for the period totalled £505.4m (FY23: £481.4m), a year-on-year increase of 5% (7% on a constant currency basis).
In FY24 management fees included £4.6m of catch-up fees (FY23: £30.6m). Excluding catch-up fees, management fees delivered a year-on-year growth rate of 11%.
Performance fees
Performance fees recognised for the year totalled £73.8m (FY23: £19.6m). The year-on-year increase was largely due to the inaugural recognition in the current period of performance fees relating to Europe VII (£14.8m) as well as recognition of performance fees within Alternative Credit (which are tested every three years). During the year we realised £26m in cash from performance fees, and at 31 March 2024 the Group had an asset of £83.7m of accrued performance fees (FY23: £37.5m).
| £m | |
| Accrued performance fees at 31 March 2023 | 37.5 |
| Accruals during period | 73.8 |
| Received during period | (25.9) |
| FX and other movements | (1.7) |
| Accrued performance fees at 31 March 2024 | 83.7 |
Other income and movements in fair value of derivatives
Other income includes dividend receipts of £47.0m (FY23: £40.2m) from investments in CLO equity, which are continuing to be received in line with historical experiences. The FMC also recognised £25.0m of revenue for managing the IC balance sheet investment portfolio (FY23: £25.0m), as well as other income of £0.9m (FY23: £0.5m).
During FY23 the Group decided to no longer enter into FX transaction hedges for its fee income as a matter of course (although it may still do so on an ad hoc basis), and economically closed out all outstanding such hedges. For FY24 the movement in fair value of derivatives within the FMC was zero (FY23: £(26.8)m).
Operating expenses and margin
Operating expenses increased by 21% compared to FY23 and totalled £277.5m (FY23: £229.2m). Salaries and Incentive Scheme Costs increased ahead of headcount (which grew 9%), largely due to a number of senior hires, combined with the annualisation impact of prior years' joiners that started part way through FY23. Other administrative costs increased year-on-year, linked to growth across various business lines and ongoing investments in our operating platform.
| £m | Year ended 31 March 2023 | Year ended 31 March 2024 | Change % |
| Salaries | 85.0 | 101.0 | 19% |
| Incentive scheme costs | 92.2 | 113.3 | 23% |
| Administrative costs | 45.7 | 56.8 | 24% |
| Depreciation and amortisation | 6.3 | 6.4 | 2% |
| FMC operating expenses | 229.2 | 277.5 | 21% |
| FMC operating margin | 57.5% | 57.4 % | (0.1)% |
Within FMC operating expenses (Incentive scheme costs), there was £41.0m expensed for stock-based compensation.
The FMC recorded a profit before tax of £374.5m (FY23: £310.7m), a year-on-year increase of 21% and an increase of 23% on a constant currency basis.
Investment Company
The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside the Group’s scaling and flagship strategies to align interests between our shareholders, clients and employees. It also supports a number of costs, including for certain central functions, a part of the Executive Directors’ compensation, and the portion of the investment teams’ compensation linked to the returns of the balance sheet investment portfolio (Deal Vintage Bonus, or DVB).
Balance sheet investment portfolio
The balance sheet investment portfolio was valued at £3.1bn at 31 March 2024 (31 March 2023: £2.9bn). During the period, it generated net realisations and interest income of £139m (FY23: £122m), being net realisations of £88m (FY23: £103m) and cash interest receipts of £51m (FY23: £53m).
It made seed investments totalling £312m, including on behalf of Real Estate Equity, Life Sciences and Infrastructure Asia.
| £m | As at 31 March 2023 | New investments | Realisations | Gains/ (losses) in valuation | FX & other | As at 31 March 2024 |
| Structured and Private Equity | 1,751 | 94 | (225) | 232 | (45) | 1,807 |
| Private Debt | 169 | 22 | (50) | 13 | (5) | 149 |
| Real Assets | 289 | 179 | (103) | 44 | (7) | 402 |
| Credit1 | 363 | 28 | (63) | (3) | (7) | 318 |
| Seed Investments2 | 330 | 312 | (333) | 92 | (7) | 394 |
| Total Balance Sheet Investment Portfolio | 2,902 | 635 | (774) | 378 | (71) | 3,070 |
1 Within Credit, at 31 March 2024 £22m was invested in liquid strategies, with the remaining £296m invested in CLO debt (£106m) and equity (£190m).
2 Gains/(losses) in valuation include a gain of £60m recognised in the prior year UK-adopted IAS financial statements.
Net Investment Returns
For the five years to 31 March 2024, Net Investment Returns (NIR) have been in line with our medium-term guidance, averaging 11%. For the twelve months to 31 March 2024, NIR were 13% (FY23: 4%).
NIR of £379.3m were comprised of interest of £124.9m from interest-bearing investments (FY23: £113.2m), capital gains of £252.4m (FY23: loss of £(13.2)m) and other income of £2.0m. NIR were split between asset classes as follows:
| Year ended 31 March 2023 | Year ended 31 March 2024 | |||
| £m | NIR (£m) | Annualised NIR (%) | NIR (£m) | Annualised NIR (%) |
| Structured and Private Equity | 112.9 | 6% | 232.5 | 13% |
| Private Debt | 14.4 | 9% | 13.8 | 9% |
| Real Assets | 20.7 | 8% | 44.2 | 13% |
| Credit | (30.1) | (7)% | (2.9) | (1%) |
| Seed Investments1 | (15.6) | (6)% | 91.7 | 25% |
| Total net investment returns | 102.3 | 4% | 379.3 | 13% |
1FY23 NIR adjusted to reflect three assets with Seed Investments that were previously included within Real Assets.
The NIR included a £118m benefit from three investments that were originally intended as seed investments but which we will now sell directly to third parties.
For further discussion on balance sheet investment performance by asset class, refer to pages 8 to 11 of this announcement.
In addition to the NIR, the other adjustments to IC revenue were as follows:
| £m | Year ended 31 March 2023 | Year ended 31 March 2024 | Change |
| Changes in fair value of derivatives1 | 16.8 | (7.3) | n/m |
| Inter-segmental fee | (25.0) | (25.0) | —% |
| Other | 4.3 | 1.0 | (77)% |
| Other IC revenue | (3.9) | (31.3) | n/m |
1 Derivatives relate to the hedging of our net currency assets, see page 18.
As a result, the IC recorded total revenues of £348m (FY23: £98.4m).
Investment Company expenses
Operating expenses in the IC of £100.4m decreased by 3% compared to FY23 (£103.1m).
| £m | Year ended 31 March 2023 | Year ended 31 March 2024 | Change % |
| Salaries | 20.0 | 21.4 | 7% |
| Incentive scheme costs | 59.6 | 58.6 | (2)% |
| Administrative costs | 20.7 | 18.1 | (13)% |
| Depreciation and amortisation | 2.8 | 2.3 | (18)% |
| IC operating expenses | 103.1 | 100.4 | (3)% |
Within IC operating expenses (incentive scheme costs), there was £12.6m expensed for stock-based compensation. Incentive scheme costs also included DVB accrual of £35.1m (FY23: £36.6m), due both to the passage of time and the impact of underlying valuation changes.
Employee costs for teams who do not yet have a third-party fund are allocated to the IC. For FY24, the directly-attributable costs within the Investment Company for teams that have not had a first close of a third-party fund was £21.1m (FY23: £24.4m). When those funds have a first close, the costs of those teams are transferred to the Fund Management Company. During the period, certain costs within real estate were transferred from the IC to FMC, resulting in £4.6m of expenses being recognised in the FMC.
Interest expense was £45.8m (FY23: £61.8m) and interest earned on cash balances was £21.5m (FY23: £13.9m).
The IC recorded a profit before tax of £223.3m (FY23: loss before tax £(52.6)m).
Group
Tax
The Group recognised a tax charge of £(78.5)m (FY23: £(28.8)m), resulting in an effective tax rate for the period of 13.2% (FY23: 11.2%). The increase compared to the prior year is due to an increase from 19% to 25% in the UK tax rate and positive NIR.
As detailed in note 13, the Group has a structurally lower effective tax rate than the statutory UK rate. This is largely driven by the Investment Company, where certain forms of income benefit from tax exemptions.
Dividend and share count
ICG has a progressive dividend policy. Over the long term the Board intends to increase the dividend per share by at least mid-single digit percentage points on an annualised basis.
The Board has proposed a final dividend of 53.2p per share which, combined with the interim dividend of 25.8p per share, results in total dividends for the year of 79.0p (FY23: 77.5p). This marks the 14th consecutive year of increases in our ordinary dividend per share, which over the last five years has grown at an annualised rate of 12%. We continue to make the dividend reinvestment plan available.
At 31 March 2024 the Group had 290,631,993 shares outstanding (31 March 2023: 290,598,849). During the year the Group recognised £53.6m in stock-based compensation. The Group has a policy of neutralising the dilutive impact of stock-based compensation through the purchase of shares by an Employee Benefit Trust ('EBT').
Balance sheet and cash flow
We use our balance sheet’s asset base to grow our fee-earning AUM, and do this through two routes:
- investing alongside clients in our existing strategies to align interests; and
- making investments to seed new strategies.
During the year we made gross investments of £323m alongside existing strategies and £312m in seed investments. See page 13 for more information on the performance of our balance sheet investment portfolio during the period.
To support this use of our balance sheet, we maintain a robust capitalisation and a strong liquidity position:
| £m | 31 March 2023 | 31 March 2024 |
| Balance sheet investment portfolio | 2,902 | 3,070 |
| Cash and cash equivalents | 550 | 627 |
| Other assets | 424 | 476 |
| Total assets | 3,876 | 4,173 |
| Financial debt | (1,538) | (1,448) |
| Other liabilities | (361) | (430) |
| Total liabilities | (1,899) | (1,878) |
| Net asset value | 1,977 | 2,295 |
| Net asset value per share | 694p | 801p |
Liquidity and net debt
At 31 March 2024 the Group had total available liquidity of £1,124m (FY23: £1,056m), net financial debt of £874m (FY23: £1,032m) and net gearing of 0.38x (FY23: 0.52x).
During the period, available cash increased by £68m from £506m to £574m, including the repayment of £51m of borrowings that matured.
The table below sets out movements in cash:
| £m | FY23 | FY24 |
| Opening cash | 762 | 550 |
| Operating activities | ||
| Fee and other operating income | 573 | 492 |
| Net cash flows from investment activities and investment income1 | 162 | 180 |
| Expenses and working capital | (322) | (272) |
| Tax paid | (32) | (41) |
| Group cash flows from operating activities - APM2,3 | 381 | 359 |
| Financing activities | ||
| Interest paid | (64) | (49) |
| Interest received on cash balances | 14 | 29 |
| Purchase of own shares | (39) | — |
| Dividends paid | (236) | (223) |
| Net repayment of borrowings | (195) | (51) |
| Group cash flows from financing activities - APM2 | (520) | (294) |
| Other cash flow4 | (77) | 14 |
| FX and other movement | 4 | (2) |
| Closing cash | 550 | 627 |
| Regulatory liquidity requirement | (44) | (53) |
| Available cash | 506 | 574 |
| Available undrawn ESG-linked RCF | 550 | 550 |
| Cash and undrawn debt facilities (total available liquidity) | 1,056 | 1,124 |
1The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds received from assets within the balance sheet investment portfolio.
2Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cash flows from financing activities - APM.
3Per note 31 of the Financial Statements, Operating cash flows under UK-adopted IAS of £255.9m (FY23: £291.6m) include consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as a result of their investing activities during the period.
4Cash flows in respect of purchase of intangible assets, purchase of property, plant and equipment and net cash flow from derivative financial instruments.
At 31 March 2024, the Group had drawn debt of £1,448m (FY23: £1,538m). The change is due to the repayment of certain facilities as they matured, along with changes in FX rates impacting the translation value:
| £m | |
| Drawn debt at 31 March 2023 | 1,538 |
| Debt (repayment) / issuance | (51) |
| Impact of foreign exchange rates | (39) |
| Drawn debt at 31 March 2024 | 1,448 |
Net financial debt therefore reduced by £158m to £874m (FY23: £1,032m):
| £m | 31 March 2023 | 31 March 2024 |
| Drawn debt | 1,538 | 1,448 |
| Available cash | 506 | 574 |
| Net financial debt | 1,032 | 874 |
At 31 March 2024 the Group had credit ratings of BBB (stable outlook) / BBB (positive outlook) from Fitch and S&P, respectively.
The Group’s debt is provided through a range of facilities. All facilities except the ESG-linked RCF are fixed-rate instruments. The weighted-average pre-tax cost of drawn debt at 31 March 2024 was 3.07% (FY23: 3.17%). The weighted-average life of drawn debt at 31 March 2024 was 3.3 years (FY23: 4.1 years). The maturity profile of our term debt is set out below:
| £m | FY25 | FY26 | FY27 | FY28 | FY29 | FY30 |
| Term debt maturing | 246 | 180 | 496 | — | 99 | 427 |
For further details of our debt facilities see Other Information (page 86).
Net gearing
The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder equity resulted in net gearing decreasing to 0.38x at 31 March 2024 (FY23: 0.52x).
| £m | 31 March 2023 | 31 March 2024 | Change % |
| Net financial debt (A) | 1,032 | 874 | (15)% |
| Net asset value (B) | 1,977 | 2,295 | 16% |
| Net gearing (A/B) | 0.52x | 0.38x | (0.14)x |
Board evolution
Michael (Rusty) Nelligan retired from the Board effective 31 March 2024 and Amy Schioldager has given notice of her intention to retire with effect from this year's annual general meeting on 16 July 2024. Rusty served on the Board from September 2016, including as Chair of the Audit Committee between September 2016 and June 2022. Amy has served on the Board since January 2018, including acting as the Designated Employee Engagement Director since November 2018.
The Board wishes to express its gratitude to both Rusty and Amy for the effective and wide-ranging contributions they have made to the Board and its Committees.
The Board anticipates making a further announcement in respect of a new appointment in due course.
Foreign exchange rates
The following foreign exchange rates have been used throughout this review:
| Average rate for FY23 | Average rate for FY24 | Year ended 31 March 2023 | Year ended 31 March 2024 | |
| GBP:EUR | 1.1560 | 1.1609 | 1.1375 | 1.1697 |
| GBP:USD | 1.2051 | 1.2572 | 1.2337 | 1.2623 |
| EUR:USD | 1.0426 | 1.0829 | 1.0846 | 1.0792 |
The table below sets out the currency exposure for certain reported items:
| USD | EUR | GBP | Other | |
| Fee-earning AUM | 33% | 54% | 11% | 2% |
| Fee income | 35% | 56% | 8% | 1% |
| FMC expenses | 16% | 17% | 57% | 10% |
| Balance sheet investment portfolio | 22% | 51% | 20% | 7% |
The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of any hedges):
| Impact on FY24 management fees1 | Impact on FY24 FMC PBT1 | NAV per share at 31 March 20242 | |
| Sterling 5% weaker against euro and dollar | +£23.9m | +£25.2m | +14p |
| Sterling 5% stronger against euro and dollar | -£(21.6)m | -£(22.8)m | -(13)p |
1Impact assessed by sensitising the average FY24 FX rates.
2NAV / NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets.
Where noted, this review presents changes in AUM, fee income and FMC PBT on a constant currency exchange rate basis. For the purposes of these calculations, prior period numbers have been translated from their underlying fund currencies to the reporting currencies at the respective FY24 period end exchange rates. This has then been compared to the FY24 numbers to arrive at the change on a constant currency exchange rate basis.
The Group does not hedge its net currency income as a matter of course, although this is kept under review. The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the NAV from FX movements. Changes in the fair value of the balance sheet hedges are reported within the IC.
MANAGING RISK
Our approach
The Board is accountable for the overall stewardship of the Group’s Risk Management Framework (RMF), internal control assurance, and for determining the nature and extent of the risks it is willing to take in achieving the Group’s strategic objectives. In so doing the Board sets a preference for risk within a strong control environment to generate a return for investors and shareholders and protect their interests.
Risk appetite is reviewed by the Risk Committee, on behalf of the Board, and covers the principal risks that the Group seeks to take in delivering the Group’s strategic objectives.
The Risk Committee is provided with management information regularly and monitors performance against set thresholds and limits. The Board also promotes a strong risk management culture by encouraging acceptable behaviours, decisions, and attitudes toward taking and managing risk throughout the Group.
Managing risk
Risk management is embedded across the Group through the RMF, current and emerging risks are identified, assessed, monitored, controlled, and appropriately governed based on a common risk taxonomy and methodology. The RMF is designed to protect the interests of stakeholders and meet our responsibilities as a UK-listed company, and the parent company of a number of regulated entities.
The Board’s oversight of risk management is proactive, ongoing and integrated into the Group’s governance processes. The Board receives regular reports on the Group’s risk management and internal control systems. These reports set out any significant risks facing the Group.
The evaluation of risk events and corrective actions assists the Board in its assessment of the Group’s risk profile. The Board also meets regularly with the internal and external auditors to discuss their findings and recommendations, which enables it to gain insight into areas that may require improvement. The Board reviews the RMF regularly, and it forms the basis on which the Board reaches its conclusions on the effectiveness of the Group’s system of internal controls.
The Group operates a risk framework consistent with the principles of the ‘three lines of defence’ model.
Taking controlled risk opens up opportunities to innovate and further enhance our business, for example new investment strategies or new approaches to managing our client relationships. Therefore, the Group maintains a risk culture that provides entrepreneurial leadership within a framework of prudent and effective controls to enable effective risk management.
Taking responsibility and managing risk is one of our key values that drive our success.
Risk appetite
Risk appetite is defined as the level of risk which the Group is prepared to accept in the conduct of our activities. The risk appetite framework is implemented through the Group’s operational policies and procedures and internal controls and supported by limits to control exposures and activities that have material risk implications. The current risk profile is within our risk appetite and tolerance range.
Principal and emerging risks
The Group’s principal risks are individual risks, or a combination of risks, materialisation of which could result in events or circumstances that might threaten our business model, future performance, solvency, or liquidity and reputation. Reputational risk is not in itself a principal risk; however, it is an important consideration and is actively managed and mitigated as part of the wider RMF. Similarly, sustainability risk is not defined as a principal risk but is considered across the Group’s activities as an embedded value. The Group has determined that the most significant impact from climate change relates to the underlying portfolio investments. Climate-related risk for both the Group’s own operations and ICG’s fund management activity are addressed in greater detail in note 1 of the financial statements (see page 34).
The Group uses a principal and emerging risks process to provide a forward-looking view of the potential risks that can threaten the execution of the Group’s strategy or operations over the medium to long term. Emerging risks are identified through conversations and workshops with stakeholders throughout the business, attending industry events, and other horizon scanning by Group Risk and Compliance, these are monitored on an ongoing basis to ensure that the Group is prioritising its response to emerging risks appropriately. The Directors confirm that they have undertaken a robust assessment of the principal and emerging risks, in line with the requirements of the UK Corporate Governance Code.
The Group’s RMF identifies eight principal risks which are accompanied by associated responsibilities and expectations around risk management and control. Each of the principal risks is overseen by an accountable Executive Director, who is responsible for the framework, policies and standards that detail the related requirements.
The Directors confirm that they have reviewed the effectiveness of the Group’s risk management and internal control system and confirm that no significant failings or weaknesses have been identified. This is supported by an annual Material Controls assessment and Fraud Risk Assessment, facilitated by the Group Risk Function, which provides the Directors with a detailed assessment of related internal controls.
External environment risk
Risk appetite: High
Executive Director Responsible: Benoît Durteste
Risk Description
Geopolitical and macroeconomic concerns and other global events such as pandemics and natural disasters that are outside the Group’s control could adversely affect the environment in which we, and our fund portfolio companies, operate, and we may not be able to manage our exposure to these conditions and/or events. In particular, these events have contributed, and may continue to contribute, to volatility in financial markets which can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our funds, making it more difficult to find opportunities for our funds to exit and realise value from existing investments and to find suitable investments for our funds to effectively deploy capital. The External Environment Risk could affect our ability to raise funds and materially increase or reduce our profitability.
Key Controls and Mitigation
– The Group’s business model is predominantly based on illiquid funds which are closed-ended and long-term in nature. Therefore, to a large extent the Group’s fee streams are ‘locked in’. This provides some mitigation in relation to profitability and cash flows against market downturn. Additionally, given the nature of closed-end funds, they are not subject to redemptions.
– A range of complementary approaches are used to inform strategic planning and risk mitigation, including active management of the Group’s fund portfolios, profitability and balance sheet scenario planning and stress testing to ensure resilience across a range of outcomes.
– The Board, the Risk Committee and the Risk function monitor emerging risks, trends, and changes in the likelihood of impact. This assessment informs the universe of principal risks faced by the Group.
Trend and Outlook
Heightened geopolitical risk, high interest rates and weak economic growth means the investing environment remains uncertain and potentially volatile. The Group has proven expertise in navigating complex and uncertain market conditions, with our business model providing a high degree of stability through economic cycles. As noted in the Finance review on page 6, we have substantial dry powder across a range of strategies, stable management fee income, are not under pressure to deploy or realise, and can capitalise on opportunities that emerge across our asset classes.
We are actively supporting our portfolio companies as they seek to take advantage of current market dislocation by growing organically and inorganically, as well as ensuring that they have the people, systems, and capital structures in place to navigate a period of potentially protracted uncertainty, including to ensure they are appropriately hedged against interest rate risks. Our portfolios remain fundamentally well positioned, with robust operational performance and reasonable leverage.
We remain alert to the current macroeconomic and geopolitical uncertainty and continue to monitor the potential impact on our investment strategies, clients, and portfolio companies, as well as the broader markets. While the uncertainty remains elevated, we do not see an increased risk to our operations, strategy, performance, or client demand as a result.
Fund performance risk
Risk appetite: Moderate
Executive Director Responsible: Benoît Durteste
Risk Description
Current and potential clients continually assess our investment fund performance. There is a risk that our funds may not meet their investment objectives, that there is a failure to deliver consistent performance, or that prolonged fund underperformance could erode our track record. Consequently, existing investors in our funds might decline to invest in funds we raise in future and might withdraw their investments in our open-ended strategies. Poor fund performance may also impact our ability to raise subsequent vintages or new strategies impacting our ability to compete effectively. This could in turn materially affect our profitability and impact our plans for growth.
Key Controls and Mitigation
– A robust and disciplined investment process is in place where investments are selected and regularly monitored by the Investment Committees for fund performance, delivery of investment objectives, and asset performance.
– All proposed investments are subject to a thorough due diligence and approval process during which all key aspects of the transaction are discussed and assessed. Regular monitoring of investment and divestment pipelines is undertaken on an ongoing basis.
– Monitoring of all portfolio investments is undertaken on a quarterly basis focusing on the operating performance and liquidity of the portfolio.
– Material sustainability and climate-related risks are assessed for each potential investment opportunity and presented to, and considered by, the Investment Committees of all investment strategies. Further analysis is conducted for opportunities identified as having a higher exposure to climate-related risks.
Trend and Outlook
Against a fast-moving global economic backdrop, we have continued to successfully manage our clients’ assets. As expected, given our focus on downside protection, our funds are showing attractive performance through a period of volatility. In particular, our debt strategies are generating historically high returns for clients.
Fund valuations have remained stable during the period, with strong underlying performance of our portfolio companies and income from our interest-bearing investments largely offsetting reductions in valuation multiples or increasing costs of capital. Despite the slowdown in transaction activity across the market, we have continued to anchor the performance of key vintages through a disciplined approach to realisations.
The Group saw sustained client demand for our flagship and scaling strategies. In the former, we had closes in the period for Strategic Equity V, our direct lending strategy SDP V, and the second vintage of our mid-market strategy in European Mid-Market II; additionally in our Credit strategy we originated new Collateralised Loan Obligations (CLOs) in the period. Within scaling strategies, notable successes included a first close in Real Estate Opportunistic Europe (Metro), Infrastructure Europe II, North America Credit Partners III, ICG Living, as well as follow on closes in LP Secondaries I. The Group also seeded new investments in the Asia region in the Infrastructure Asia and Real Estate Asia strategies. Our closed-end funds model more generally provides visibility of future long-term fee income and therefore Fund Management Company (FMC) profits.
Looking ahead the outlook remains positive. We continue to hire selectively to help drive future growth within our investment teams, and within Marketing and Client Relations, focused on product and end-client expertise. We have a powerful local sourcing network and a diversified product offering of successful investment strategies that enable us to navigate dynamic market conditions, which helps to mitigate this risk.
More detail on the performance of the Group’s funds can be found on pages 8 to 11.
Balance Sheet Risk
Risk appetite: Moderate
Executive Director Responsible: David Bicarregui
Risk Description
The Group is exposed to liquidity and market risks. Liquidity risks refer to the risk that the Group may not have sufficient financial resources to meet its financial obligations when they fall due. Market risk refers to the possibility that the Group may suffer a loss resulting from the fluctuations in the values of, or income from, proprietary assets and liabilities. The Group does not deliberately seek exposure to market risks to generate profit; however, on an ancillary basis we will co-invest alongside clients into our funds, seed assets in preparation for new fund launches or hold investments in CLOs in accordance with regulatory requirements. Consequently, the Group is exposed to having insufficient liquidity to meet its financial obligations, including its commitments to its fund co-investments. In addition, adverse market conditions could impact the carrying value of the Group’s investments resulting in losses on the Group’s balance sheet.
Key Controls and Mitigation
– Debt funding for the Group is obtained from diversified sources and the repayment profile is managed to minimise material repayment events. The profile of the debt facilities available to the Group is reviewed frequently by the Treasury Committee.
– Balance sheet hedging of non-sterling exposure is undertaken to minimise short-term volatility in the financial results of the Group.
– Market, interest rate and liquidity exposures are reported monthly and reviewed by the Group’s Treasury Committee.
– Liquidity projections and stress tests are prepared to assess the Group’s future liquidity as well as compliance with the regulatory capital requirements.
– Investment Company commitments are reviewed and approved by the CEO and the CFO on a case-by-case basis assessing the risks and return on capital.
– Valuation of the balance sheet investment portfolio is reviewed quarterly by the Group Valuation Committee, which includes assessing the assumptions used in valuations of underlying investments.
Trend and Outlook
Global markets remain susceptible to volatility from a number of macroeconomic factors, specifically related to global interest rates, and geopolitical factors. We continue to implement measures to mitigate the impact of market volatility and interest rate fluctuations in line with Group policy, and we will respond to the prevailing market environment where appropriate.
Our balance sheet remains strong and well capitalised, with net gearing of 0.38x, and with £1.1bn of available liquidity as of 31 March 2024. In addition, the Group has significant headroom to its debt covenants. All of the Group’s drawn debt is fixed rate, with the only floating rate debt being the Group’s committed £550m revolving credit facility, which was undrawn as of 31 March 2024. This facility is only intended to provide short-term working capital for the Group. Additionally, during the year Standard & Poor upgraded ICG’s outlook from BBB (Stable) to BBB (Positive), while Fitch maintained the Group at BBB (Stable).
The Group’s liquidity, gearing and headroom are detailed in the Finance Review on page 15.
Key Personnel Risk
Risk appetite: Low
Executive Director Responsible: Antje Hensel-Roth
Risk Description
The Group depends upon the experience, skill and reputation of our senior executives and investment professionals. The continued service of these individuals, who are not obligated to remain employed with us, is uniquely valuable and a significant factor in our success. Additionally, a breach of the governing agreements of our funds in relation to ‘Key Person’ provisions could result in the Group having to stop making investments for the relevant fund or impair the ability of the Group to raise new funds if not resolved in a timely manner.
As such, the loss of key personnel could have a material adverse effect on our long-term prospects, revenues, profitability and cash flows and could impair our ability to maintain or grow assets under management in existing funds or raise additional funds in the future.
Key Controls and Mitigation
- An active and broad-based approach to attracting, retaining, and developing talent, supported by a range of complementary approaches including a well-defined recruitment process, succession planning, a competitive and long-term approach to compensation and incentives, and a focus on advancement through the appraisal process, dedicated development and mentoring programmes driven by a dedicated Learning & Development team.
- Continued focus on the Group’s culture by developing and delivering initiatives that reinforce appropriate behaviours to generate the best possible long-term outcomes for our employees, clients, and shareholders.
- Promotion of a diverse and inclusive workforce through policies as well as supporting benefits, including personal, family, health and wellbeing activities.
- Regular reviews of resourcing and key person exposures are undertaken as part of business line reviews and the fund and portfolio company review processes.
- The Remuneration Committee oversees the Directors’ Remuneration Policy and its application to senior employees, and reviews and approves incentive arrangements to ensure they are appropriate and in line with market practice.
Trend and Outlook
Attracting and retaining key people remains a significant operational priority. We continue to focus on strategic hiring across the firm to support our strategy of scaling the business by ensuring we have the breadth and depth of expertise to execute on the long-term opportunities ahead. Building on the investments we made in FY23, we have continued to welcome a number of senior hires across the organisation, including the appointment of senior investment executives, client-facing executives and operational leaders.
We have made senior appointments across many of our investment teams enabling us to amplify our team across the breadth of our investment strategies. Within fund marketing we have focused on growing our team in North America, with a focus on both consultant and institutional relationships, as well as broadening our geographical penetration with key senior appointments on the US West Coast and Canada. We have evolved our organisation design within Client Relations by on-boarding experienced Managing Directors to further elevate our efforts in engaging with a sophisticated client base across a broader range of products.
Staff turnover has trended downwards, from 16.8% to 12.8%, as market dynamics have shifted and the recruitment market has slowed down. While strong candidates remain in demand we continue to be successful in attracting hires at all levels of experience and at the high calibre required for the Group. This year, we have been able to make senior, external hires into the roles of CFO and COO. Over the past three years, we have furthermore recruited a number senior investment leaders and team executives, including into the newly created role of Global Head of Real Estate; portfolio managers and investment teams focusing on European and Asian Real Estate Equity, Asian Infrastructure Equity, European Large Cap and Mid-Market Corporates, US Liquid Credit, and US and European Private Credit. We have also externally recruited a Global Head of CRM as well as senior fundraising executives in North America and EMEA.
Legal, Regulatory and Tax Risk
Risk appetite: Low
Executive Director Responsible: David Bicarregui
Risk Description
Regulation defines the overall framework for the marketing distribution and investment management of the Group’s strategies and supporting the Group’s business operations. The failure of the Group to comply with the relevant rules of professional conduct and laws and regulations could expose the Group to regulatory censure, penalties or legal action.
Additionally, the increase in demand for tax-related transparency means that tax rules are continuing to evolve. This raises a complex mix of tax implications for the Group, in particular for transfer pricing, permanent establishment and fund structuring processes. The tax authorities could challenge the Group’s interpretation of tax rules, resulting in additional tax liabilities.
Changes in the legal and regulatory and tax framework applicable to the Group’s business may also disrupt the markets in which the Group operates and affect the way the Group conducts its business. This could in turn increase the cost base, lessen competitiveness, reduce future revenues and profitability, or require the Group to hold more regulatory capital.
Key Controls and Mitigation
- Compliance and Legal functions are dedicated to understanding and fulfilling regulatory and legal expectations on behalf of the Group, including interactions with our regulators and relevant industry bodies. The functions provide guidance to, and oversight of, the business in relation to regulatory and legal obligations.
- Compliance undertakes routine monitoring and deep-dive activities to assess compliance with relevant regulations and legislation.
- The Tax function has close involvement with significant Group transactions, fund structuring and business activities, both to proactively plan the most tax efficient strategy and to manage the impact of business transactions on previously taken tax positions.
- Regulatory, legislative and tax developments are continually monitored to ensure we engage early in any areas of potential change.
Trend and Outlook
ICG continues to operate across a complex global regulatory environment. As the nature and focus of regulation and laws evolve, the Group continually adapts to meet regulatory obligations. Regulatory engagement through FY24 has focused on internal regulatory initiatives including the Group’s establishment of an EU branch structure. Proactive engagement on emerging focus areas for instance providing thought leadership on AIFMD II has helped the regulatory risk profile remain broadly stable.
Legal risk continues to be impacted by the continued regulatory focus on the sector, which we anticipate may lead to an evolution of the existing applicable legal framework for the business, as well as uncertainty due to forthcoming elections in the US, UK and other jurisdictions. It also remains the case that the Group is subject to litigation risk, which may increase as the Group’s business expands and becomes more complex.
The Pillar One and Two Model rules (also referred to as the ‘Anti Global Base Erosion’ or ‘GloBE’ rules) will be implemented from 1 April 2024 (financial year ending 31 March 2025). The Group’s trading activities within the FMC are subject to tax at the relevant statutory rates in the jurisdictions in which income is earned. Pillar One (reallocation of taxes across jurisdictions) is not expected to apply for the Group based on the worldwide revenue threshold. For Pillar Two, the Group has performed an impact analysis on the Pillar Two proposals for a global minimum tax rate of 15% and does not expect the implementation to be significant.
The Group remains responsive to a wide range of developing regulatory areas and the increase in regulatory scrutiny around private markets more generally, and continues to invest in the Compliance, Legal and Tax teams to ensure the Group maintains appropriate and relevant coverage.
Operational Resilience Risk
Risk appetite: Low to moderate
Executive Director Responsible: David Bicarregui
Risk Description
The Group is exposed to a wide range of threats which can impact our operational resilience. Natural disasters, cyber threats, terrorism, environmental issues, and pandemics have the potential to cause significant business disruption and change our working environment. Our disaster recovery and business continuity plans may not be sufficient to mitigate the damage that may result from such a disaster or disruption. Additionally, the failure of the Group to deliver an appropriate information security platform could result in unauthorised access by malicious third parties, breaching the confidentiality, integrity and availability of our data and systems. Regardless of the source, any critical system failure or material loss of service availability could negatively impact the Group’s reputation and our ability to maintain continuity of operations and provide services to our clients.
Key Controls and Mitigation
- Operational resilience, in particular cyber security, is top of the Group’s Board and Leadership agenda, and the adequacy of the Group’s response is reviewed on an ongoing basis.
- Business Continuity and Disaster Recovery plans are reviewed and approved on at least an annual basis by designated plan owners, and preparedness exercises are complemented by an automated Business Continuity Planning tool.
- Providing laptops for all employees globally removes the physical dependency on the office and allows employees to work securely from home.
- The Group’s technology environment is continually maintained and subject to regular testing, such as penetration testing, vulnerability scans and patch management. Technology processes and controls are also upgraded where appropriate to ensure ongoing technology performance and resilience.
- An externally managed security operations centre supplies the Group with skilled security experts and technology to proactively detect and prevent potential threats and to recover from security incidents, including cyber attacks.
Trend and Outlook
We have continued to invest in our platform to support the increasing breath and scale of our business and to position ICG for future growth, as noted in the CEO review on page 4.
To maintain pace with the ever-evolving threat landscape, the Group continues to invest in systems and services that improve our ability to respond to business continuity events of all forms. Effective oversight of technology and business facing third-party suppliers forms one of the cornerstones of the Group’s ongoing business continuity programme and a key part of the Group’s regular business continuity and disaster recovery testing regime.
As part of the Group’s commitment to cyber and information security, ICG certified against the ISO27001 framework in the early part of FY24. Up-to-date and maintained cyber hygiene, vulnerability scanning, technical surveillance countermeasures alongside user education make up the core components of the Group’s cyber security with external threat intelligence used to inform investments in solutions to ensure our data is protected and secure.
Third Party Provider Risk
Risk appetite: Moderate
Executive Director Responsible: David Bicarregui
Risk Description
The Group outsources a number of functions to third-party providers as part of our business model, as well as managing service provider arrangements on behalf of our funds. The most significant third-party provider relationships for both the Group and the funds are Third Party Administrators (TPAs). The risk that the TPAs fail to deliver services in accordance with their contractual obligations could compromise our operations and impair our ability to respond in a way which meets both client and stakeholder expectations and requirements. Any future over reliance on one or a very limited number of TPAs in a specific and important business area could also expose the Group to heightened levels of risk, particularly if the service is not easily substitutable. Additionally, the failure of the Group to maintain sufficient knowledge, understanding and oversight of the controls and processes in place to proactively manage our TPAs could damage the quality and reliability of these TPA relationships.
Key Controls and Mitigation
– The TPA oversight framework consists of policies, procedures, and tools to govern the oversight of key suppliers, including our approach to selection, contracting and on-boarding, management and monitoring, and termination and exit. In particular, we undertake initial and ongoing due diligence of our TPAs to identify and effectively manage the business risks related to the delegation or outsourcing of our key functions.
– Ongoing monitoring of the services delivered by our TPAs is delivered through regular oversight interactions where service levels are compared to the expected standards documented in service agreements and agreed-upon standards.
Trend and Outlook
The Group has continued to embed the TPA Governance and Oversight Framework during the course of the year, gathering consistent evidence of the ongoing performance of our TPAs.
This has allowed the respective operational oversight teams to identify trends and themes that impact service levels and provides a guide to where additional oversight activities are required. The teams work in partnership with our TPAs to ensure consistent performance levels are maintained and issues are redressed on a timely basis.
The KPI reporting also allows the Group to benchmark the performance of our TPAs against each other, thereby providing information to support a decision around potential rationalisation of the portfolio. Going forward, the Group will continue to assess the potential for improved operational efficiency and streamlined investor experience in reaching a decision on the appropriate number of TPAs to utilise.
Key Business Process Risk
Risk appetite: Moderate
Executive Director Responsible: David Bicarregui
Risk Description
All operational activities at the Group follow defined business processes. We face the risk of errors in existing processes, or from new processes as a result of the growth of the business and ongoing change activity which inherently increases the profile of operational risks across our business. The Group operates within a system of internal controls that provides oversight of business processes, which enables our business to be transacted and strategies and decision making to be implemented effectively. The risk of failure of significant business processes and controls could compromise our operations and disadvantage our clients, or expose the Group to unanticipated financial loss, regulatory censure, or damage to our reputation. This could in turn materially reduce our profitability.
Key Controls and Mitigation
– Key business processes are regularly reviewed, and the risks and controls are assessed through the Risk and Control Self-Assessment (RCSA) process.
– A ‘three lines of defence’ model is in place, which ensures clarity over individual and collective responsibility for process risk management and to ensure policies, procedures and activities have been established and are operating as intended.
– Regular reporting and ongoing monitoring of underlying causes of operational risk events, to identify enhancements that require action.
– A well-established incident management processes for dealing with system outages that impact important business processes.
– An annual review of the Group’s material controls is undertaken by senior management and Executive Directors.
Trend and Outlook
Our RMF defines our approach to the identification, assessment, management and reporting of operational risks and associated controls across the business. There were no significant changes to the Group’s RMF’s overall approach to risk governance or its operation in the period, however the rollout of the new Governance, Risk and Compliance (GRC) system should see enhancements to the existing approach as well as potentially reducing the residual risk of business process risk through enhanced risk data and a more holistic view of our risk environment.
We monitor underlying causes of errors to identify areas for action, promoting a culture of accountability and continuously improving how we address issues. We also continue to enhance the RMF. Against the backdrop of macroeconomic uncertainty, and growth of the business, the operational risk profile has remained broadly stable with operational losses in line with previous years. Investment Operations, Fund Accounting and Finance continue to be the most material operational risk areas.
Key Business Process Risk exposure is elevated due to ongoing operational changes as the Group continues to make progress on the strategic initiative of “Scaling up and Scaling Out” by improving the scalability of our operations platform by implementing systems, enhancing infrastructure to manage our growth plans more effectively, and investing in the operations platform itself. Transformation and project activity, including workflow automation, is anticipated to yield more efficient and automated processes and a reduction in operational risk over the medium term.
RESPONSIBILITY STATEMENT
The responsibility statement below has been prepared in connection with the Company's full annual report for the year ending 31 March 2024. Certain parts thereof are not included within this announcement.
We confirm to the best of our knowledge:
- the financial statements, prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
- the management report, which is incorporated into the directors' report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
This responsibility statement was approved by the Board of Directors on 27 May 2024 and is signed on its behalf by:
| Benoît Durteste | David Bicarregui | |
| CEO | CFO |
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2024
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| £m | £m | |
| Fee and other operating income | 554.8 | 483.6 |
| Finance loss | (10.5) | (17.1) |
| Net gains on investments | 405.3 | 172.5 |
| Total Revenue | 949.6 | 639.0 |
| Other income | 21.6 | 15.5 |
| Finance costs | (49.5) | (64.6) |
| Administrative expenses | (390.5) | (343.3) |
| Share of results of joint ventures accounted for using the equity method | (0.4) | 4.4 |
| Profit before tax from continuing operations | 530.8 | 251.0 |
| Tax charge | (62.4) | (29.4) |
| Profit after tax from continuing operations | 468.4 | 221.6 |
| Profit/ (loss) after tax on discontinued operations | 6.0 | 56.8 |
| Profit for the year | 474.4 | 278.4 |
| Attributable to: | ||
| Equity holders of the parent | 473.4 | 280.6 |
| Non-controlling interests | 1.0 | (2.2) |
| 474.4 | 278.4 | |
| Earnings per share attributable to ordinary equity holders of the parent | ||
| Basic (pence) | 165.5p | 98.2p |
| Diluted (pence) | 162.1p | 97.0p |
| Earnings per share for profit from continuing operations attributable to ordinary equity holders of the parent | ||
| Basic (pence) | 163.4p | 77.6p |
| Diluted (pence) | 160.1p | 76.6p |
The accompanying notes 1 to 33 are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| Group | £m | £m |
| Profit after tax | 474.4 | 278.4 |
| Items that may be subsequently reclassified to profit or loss if specific conditions are met | ||
| Exchange differences on translation of foreign operations | (4.6) | 19.5 |
| Deferred tax on equity investments translation | (0.2) | 3.9 |
| Total comprehensive income for the year | 469.6 | 301.8 |
| Attributable to: | ||
| Equity holders of the parent | 468.6 | 304.0 |
| Non-controlling interests | 1.0 | (2.2) |
| 469.6 | 301.8 |
The accompanying notes 1 to 33 are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
| 31 March 2024 Group | 31 March 2023 Group | |
| £m | £m | |
| Non-current assets | ||
| Intangible assets | 15.0 | 14.9 |
| Property, plant and equipment | 79.2 | 88.2 |
| Investment property | 82.7 | 0.8 |
| Investment in Joint Venture accounted for under the equity method | 0.0 | 5.8 |
| Trade and other receivables | 36.1 | 37.1 |
| Financial assets at fair value | 7,391.5 | 7,036.6 |
| Derivative financial assets | 4.9 | 8.4 |
| Deferred tax asset | 36.4 | 17.6 |
| 7,645.8 | 7,209.4 | |
| Current assets | ||
| Trade and other receivables | 389.6 | 232.0 |
| Current tax debtor | 19.1 | 57.0 |
| Financial assets at fair value | 73.2 | 4.7 |
| Derivative financial assets | 4.4 | 13.6 |
| Cash and cash equivalents | 990.0 | 957.5 |
| 1,476.3 | 1,264.8 | |
| Assets of disposal groups held for sale | — | 578.3 |
| Total assets | 9,122.1 | 9,052.5 |
| Non-current liabilities | ||
| Trade and other payables | 66.0 | 71.1 |
| Financial liabilities at fair value | 4,602.3 | 4,572.7 |
| Financial liabilities at amortised cost | 1,197.0 | 1,478.2 |
| Other financial liabilities | 99.2 | 79.6 |
| Derivative financial liabilities | — | 0.9 |
| Deferred tax liabilities | 22.4 | 35.5 |
| 5,986.9 | 6,238.0 | |
| Current liabilities | ||
| Trade and other payables | 529.2 | 471.4 |
| Current tax creditor | 37.8 | 14.8 |
| Financial liabilities at amortised cost | 250.4 | 58.5 |
| Other financial liabilities | 8.9 | 5.8 |
| Derivative financial liabilities | 9.2 | 14.8 |
| 835.5 | 565.3 | |
| Liabilities of disposal groups held for sale | — | 204.0 |
| Total liabilities | 6,822.4 | 7,007.3 |
| Equity and reserves | ||
| Called up share capital | 77.3 | 77.3 |
| Share premium account | 181.3 | 180.9 |
| Other reserves | 55.8 | 19.0 |
| Retained earnings | 1,987.5 | 1,742.6 |
| Equity attributable to owners of the Company | 2,301.9 | 2,019.8 |
| Non-controlling interest | (2.2) | 25.4 |
| Total equity | 2,299.7 | 2,045.2 |
| Total equity and liabilities | 9,122.1 | 9,052.5 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended 31 March 2024
| Year ended 31 March 2024 Group | Year ended 31 March 2023 Group | |
| £m | £m | |
| Cash flows generated from operations | 297.1 | 324.0 |
| Taxes paid | (41.2) | (32.4) |
| Net cash flows from operating activities | 255.9 | 291.6 |
| Investing activities | ||
| Purchase of intangible assets | (6.3) | (4.7) |
| Purchase of property, plant and equipment | (3.2) | (6.5) |
| Net cash flow from derivative financial instruments | 31.5 | (58.8) |
| Cash flow as a result of change in control of subsidiary | 49.5 | 200.8 |
| Net cash flows from investing activities | 71.5 | 130.8 |
| Financing activities | ||
| Purchase of own shares | — | (38.9) |
| Payment of principal portion of lease liabilities | (8.4) | (6.8) |
| Repayment of long-term borrowings | (50.7) | (194.6) |
| Dividends paid to equity holders of the parent | (223.4) | (236.4) |
| Net cash flows used in financing activities | (282.5) | (476.7) |
| Net increase/(decrease) in cash and cash equivalents | 44.9 | (54.3) |
| Effects of exchange rate differences on cash and cash equivalents | (12.4) | 20.0 |
| Cash and cash equivalents at 1 April | 957.5 | 991.8 |
| Cash and cash equivalents at 31 March | 990.0 | 957.5 |
The Group’s cash and cash equivalents include £362.6m (2023: £407.5m) of restricted cash held principally by structured entities controlled by the Group (see note 6).
The accompanying notes 1 to 33 are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
| Other reserves | ||||||||||
| Share capital (note 22) | Share premium (note 22) | Capital redemption reserve1 | Share based payments reserve (note 24) | Own shares3 (note 23) | Foreign currency translation reserve2 | Retained earnings | Total | Non-controlling interest | Total equity | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance at 1 April 2023 | 77.3 | 180.9 | 5.0 | 73.3 | (103.4) | 44.1 | 1,742.6 | 2,019.8 | 25.4 | 2,045.2 |
| Profit after tax | — | — | — | — | — | — | 473.4 | 473.4 | 1.0 | 474.4 |
| Exchange differences on translation of foreign operations | — | — | — | — | — | (4.6) | — | (4.6) | — | (4.6) |
| Deferred tax on equity investments translation | — | — | — | — | — | (0.2) | — | (0.2) | — | (0.2) |
| Total comprehensive income/(expense) for the year | — | — | — | — | — | (4.8) | 473.4 | 468.6 | 1.0 | 469.6 |
| Adjustment of non-controlling interest on disposal of subsidiary | — | — | — | — | — | — | — | — | (28.6) | (28.6) |
| Issue of share capital | 0.0 | — | — | — | — | — | — | 0.0 | — | 0.0 |
| Options/awards exercised4 | — | 0.4 | — | (33.7) | 24.2 | — | (5.1) | (14.2) | — | (14.2) |
| Tax on options/awards exercised | — | — | — | 7.2 | — | — | — | 7.2 | — | 7.2 |
| Credit for equity settled share schemes | — | — | — | 43.9 | — | — | — | 43.9 | — | 43.9 |
| Dividends paid (note 14) | — | — | — | — | — | — | (223.4) | (223.4) | — | (223.4) |
| Balance at 31 March 2024 | 77.3 | 181.3 | 5.0 | 90.7 | (79.2) | 39.3 | 1,987.5 | 2,301.9 | (2.2) | 2,299.7 |
| Other reserves | ||||||||||
| Share capital (note 22) | Share premium (note 22) | Capital redemption reserve1 | Share based payments reserve (note 24) | Own shares3 (note 23) | Foreign currency translation reserve2 | Retained earnings | Total | Non-controlling interest | Total equity | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance at 1 April 2022 | 77.3 | 180.3 | 5.0 | 67.5 | (93.0) | 20.7 | 1,714.0 | 1,971.8 | 30.0 | 2,001.8 |
| Profit after tax | — | — | — | — | — | — | 280.6 | 280.6 | (2.2) | 278.4 |
| Exchange differences on translation of foreign operations | — | — | — | — | — | 19.5 | — | 19.5 | — | 19.5 |
| Deferred tax on equity investment translation | — | — | — | — | — | 3.9 | — | 3.9 | — | 3.9 |
| Total comprehensive income/(expense) for the year | — | — | — | — | — | 23.4 | 280.6 | 304.0 | (2.2) | 301.8 |
| Adjustment of non-controlling interest on disposal of subsidiary | — | — | — | — | — | — | (1.3) | (1.3) | (31.1) | (32.4) |
| Acquisition of non-controlling interest | — | — | — | — | — | — | — | — | 28.7 | 28.7 |
| Issue of share capital | 0.0 | — | — | — | — | — | — | 0.0 | — | 0.0 |
| Own shares acquired in the year | — | — | — | — | (38.9) | — | — | (38.9) | — | (38.9) |
| Options/awards exercised4 | — | 0.6 | — | (31.3) | 28.5 | — | (14.3) | (16.5) | — | (16.5) |
| Tax on options/awards exercised | — | — | — | (2.4) | — | — | — | (2.4) | — | (2.4) |
| Credit for equity settled share schemes | — | — | — | 39.5 | — | — | — | 39.5 | — | 39.5 |
| Dividends paid (note 14) | — | — | — | — | — | — | (236.4) | (236.4) | — | (236.4) |
| Balance at 31 March 2023 | 77.3 | 180.9 | 5.0 | 73.3 | (103.4) | 44.1 | 1,742.6 | 2,019.8 | 25.4 | 2,045.2 |
- The capital redemption reserve is a reserve created when a company buys its own shares which reduces its share capital. £1.4m of the balance relates to the conversion of ordinary shares and convertible shares into ordinary shares in 1994. The remaining £3.6m relates to the cancellation of treasury shares in 2015.
- Other comprehensive income/(expense) reported in the foreign currency translation reserve represents foreign exchange gains and losses on the translation of subsidiaries reporting in currencies other than sterling.
- The movement in the Group Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social security.
- The associated personal taxes and social security liabilities are settled by the Group with the equivalent value of shares retained in the Own shares reserve.
The accompanying notes 1 to 33 are an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General information and basis of preparation
General information
Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is a public company limited by shares, incorporated, domiciled and registered in England and Wales under the Companies Act, with the company registration number 02234775. The registered office is Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW.
The consolidated financial statements for the year to 31 March 2024 comprise the financial statements of the Parent Company and its consolidated subsidiaries (collectively, the ‘Group’). The nature of the Group’s operations and its principal activities are detailed in the Strategic Report.
Basis of preparation
The consolidated financial statements of the Group are prepared in accordance with UK-adopted international accounting standards (‘UK-adopted IAS’).
The financial statements have been prepared on a going concern basis and under the historical cost convention, except for financial instruments and investment property that are measured at fair value through profit and loss at the end of the reporting period, as detailed in note 5 and note 18, respectively, and certain investments in associates and joint ventures held for venture capital purposes, as detailed in note 29.
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Details of the critical judgements made, and key sources of estimation uncertainty, are included in note 1 and in the note to which the critical judgement or source of estimation uncertainty relates.
In preparing the financial statements, the Directors have considered the impact of potential climate-related risks on a number of key estimates within the financial statements, including:
- the valuation of financial assets; and
- the application of the Group’s revenue recognition policy, primarily the impact on the net asset value (‘NAV’) of funds on which performance-related fees are generated.
Overall, the Directors concluded that climate-related risks do not have a material impact on the financial reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact on the Group’s short-term cash flows including those considered in the going concern and viability assessments.
The accounting policies as set out in the notes to the accounts have been applied consistently to all periods presented in these consolidated financial statements.
Basis of consolidation
The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities controlled by the Company for the period to 31 March each year. Control is achieved when the Company has power over the relevant activities of the investee, exposure to variable returns from the investee, and the ability to affect those returns through its power over the investee.
The assessment of control is based on all relevant facts and circumstances and the Group reassesses its conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are included in the consolidated financial statements from the date that control commences, until the date that control ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.
Each component of other comprehensive income and profit or loss is attributed to the owners of the Company and to the non-controlling interests.
Adjustments are made where required to the financial statements of subsidiaries for consistency with the accounting policies of the Group. All intra-group transactions, balances, unrealised income and expenses are eliminated on consolidation.
1. General information and basis of preparation continued
Key accounting judgements and estimates in the application of accounting policies
Key accounting judgements
In preparing the financial statements, apart from those involving estimations, two key accounting judgements have been made by the Directors in the application of the Group’s accounting policies which have the most significant effect on the amounts recognised in the consolidated financial statements:
- The Group’s assessment as to whether it controls certain investee entities, including third-party funds and carried interest partnerships, and is therefore required to consolidate the investee, as detailed above. The Group’s assessment of this critical judgement is discussed further in note 27.
- The application of the Group’s revenue recognition policy in respect of the performance fee component of management fees. Judgement is primarily applied in considering the timings of when expected performance conditions will be met and the appropriate constraint to be applied. The Group’s assessment of this key accounting judgement is discussed further in note 3.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, results from the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5 and note 7) and the impact of this assessment on trade and other payables related to the Deal Vintage Bonus (‘DVB’) - see notes 12 and 20.
Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are reviewed by the Audit Committee during the year and its involvement in the process is included in its report.
Foreign currencies
The functional currency of the Company is sterling as the Company’s shares are denominated in sterling and the Company’s costs are primarily incurred in sterling. The Group has determined the presentational currency of the Group is the functional currency of the Company. Information is presented to the nearest million (£m).
Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the date of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency are retranslated at the rates prevailing at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the rate prevailing at the date the fair value was determined. Non-monetary items that are measured at historical cost are translated using rates prevailing at the date of the transaction.
The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing at the reporting date. Income and expense items are translated using the average exchange rates during the year. Exchange differences arising from the translation of foreign operations are taken directly to the foreign currency translation reserve. On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.
Going concern
The financial statements are prepared on a going concern basis, as the Board is satisfied that the Group have the resources to continue in business for a period of at least 18 months from approval of the financial statements.
In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide range of information relating to present and future projections of profitability and liquidity. The assessment also incorporates internally generated stress tests, including reverse stress testing, on key areas including fund performance risk and external environmental risk. The stress tests used were based upon an assessment of reasonably possible downside economic scenarios that the Group could be exposed to.
The review showed the Group has sufficient liquidity in place to support its business operations for the foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to continue as a going concern to 30 November 2025, an 18 month period from the date of approval of the financial statements.
2. Changes in accounting policies and disclosures
New and amended standards and interpretations
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective. These new standards are not expected to have a material impact on the Group. No new standard implemented during the year had a material impact on the Group financial statements.
| IFRS/IAS | Accounting periods commencing on or after | |
| IAS 12 | International Tax Reform - Pillar Two Model Rules | 1 January 2024 |
| IAS 1 | Classification of Liabilities as Current or Non-current | 1 January 2024 |
| IAS 1 | Non-current Liabilities with Covenants | 1 January 2024 |
| IFRS 16 | Lease Liability in a Sale and Leaseback | 1 January 2024 |
| IAS 7 and IFRS 7 | Supplier finance arrangements | 1 January 2024 |
Changes in significant accounting policies
No changes to significant accounting policies were implemented.
3. Revenue
Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’, are derived from the Group’s fund management company activities and are presented net of any consideration payable to a customer in the form of rebates. The significant components of the Group’s fund management revenues are as follows:
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| Type of contract/service | £m | £m |
| Management fees1 | 552.7 | 481.6 |
| Other income | 2.1 | 2.0 |
| Fee and other operating income | 554.8 | 483.6 |
1Included within management fees is £76.2m (2023: £22.4m) of performance related fees.
Management fees
The Group earns management fees from its investment management services. Management fees are charged on third-party capital managed by the Group and are based on an agreed percentage of either committed capital, invested capital or NAV, dependent on the fund. Management fees comprise both non-performance and performance-related fee elements related to one contract obligation. Non-performance-related management fees for the year of £476.5m (2023: £459.2m) are charged in arrears and are recognised in the period services are performed.
Performance-related management fees (‘performance fees’) are recognised only to the extent it is highly probable that there will not be a significant reversal of the revenue recognised in the future. This is generally towards the end of the contract period or upon early liquidation of a fund. The estimate of performance fees is made with reference to the liquidation profile of the fund, which factors in portfolio exits and timeframes. For certain funds the estimate of performance fees is made with reference to specific requirements. A constraint is applied to the estimate to reflect uncertainty of future fund performance. Performance fees of £76.2m (2023: £22.4m) have been recognised in the year. Performance fees will only be crystallised and received in cash when the relevant fund performance hurdle is met.
There are no other individually significant components of revenue from contracts with customers.
Key accounting judgement
A key judgement for the Group is whether performance fees will meet their expected performance conditions within the expected timeframes. The Group bases its assessment on the best available information pertaining to the funds and the activity of the underlying assets within that fund. The valuation of the underlying assets within a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors outside the Group’s control. The information on which this judgement is based is the liquidation NAV of the relevant funds (which are subject to annual audit).
The Directors base their projected views on a 24-month look-forward basis, the ‘forecast period’, from the year end. The Directors believe they have a reasonable basis on which to judge expected exits and value within a 24-month horizon, but not beyond that.
Within this forecast period, the Directors will consider funds that have either reached their hurdle rate or are expected to reach the hurdle rate in the forecast period. In determining whether a fund is expected to reach the hurdle rate, the key inputs are the latest expected repayment dates of the underlying assets and expected proceeds on realisation, as approved by the Fund Investment Committees.
Where the hurdle date is expected to be reached within 24 months of the year end but performance fees are not yet paid, a constraint will be applied within the determination of the performance fee receivable. Application of the constraint limits the revenue recognised. This is assessed on a case-by-case basis.
The weighted-average constraint at the reporting date is 56% (2023: 43%). If the average constraint were to increase by 10 percentage points to 66% (2023: 53%) this would result in a reduction in revenue of £15.88m (2023: £1.13m). Conversely, a 10% decrease in constraint would result in an increase in revenue of £15.88m (2023: £1.13m) being recognised in the income statement. In certain limited circumstances performance fees received may be subject to clawback provisions if the performance of the fund deteriorates materially following the receipt of performance fees.
4. Segmental reporting
For management purposes, the Group is organised into two operating segments, the Fund Management Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the Group’s reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable segment derives its revenues. Total reportable segment figures are alternative performance measures (‘APM’).
The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.
The FMC earns fee income for the provision of investment management services and recognises the fair value movement on any associated hedging derivatives and incurs the majority of the Group’s costs in delivering these services, including the cost of the investment teams and the cost of support functions, primarily marketing, operations, information technology and human resources.
The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on any hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to the FMC and the IC.
The amounts reported for management purposes in the tables below are reconciled to the UK-adopted IAS reported amounts on the following pages.
| Year ended 31 March 2024 | Year ended 31 March 2023 | ||||||
| FMC | IC | Reportable segments Total | FMC | IC | Reportable segments Total | ||
| £m | £m | £m | £m | £m | £m | ||
| External fee income | 579.1 | — | 579.1 | 501.0 | 2.6 | 503.6 | |
| Inter-segmental fee | 25.0 | (25.0) | — | 25.0 | (25.0) | — | |
| Other operating income | 0.9 | 1.0 | 1.9 | 0.5 | 1.7 | 2.2 | |
| Fund management fee income | 605.0 | (24.0) | 581.0 | 526.5 | (20.7) | 505.8 | |
| Net investment returns | — | 379.3 | 379.3 | — | 102.3 | 102.3 | |
| Dividend income | 47.0 | — | 47.0 | 40.2 | — | 40.2 | |
| Net fair value (loss)/gain on derivatives | — | (7.3) | (7.3) | (26.8) | 16.8 | (10.0) | |
| Total revenue | 652.0 | 348.0 | 1,000.0 | 539.9 | 98.4 | 638.3 | |
| Interest income | — | 21.5 | 21.5 | — | 13.9 | 13.9 | |
| Interest expense | (2.2) | (45.8) | (48.0) | (2.2) | (61.8) | (64.0) | |
| Staff costs | (101.0) | (21.4) | (122.4) | (85.0) | (20.0) | (105.0) | |
| Incentive scheme costs | (113.3) | (58.6) | (171.9) | (92.2) | (59.6) | (151.8) | |
| Other administrative expenses | (61.0) | (20.4) | (81.4) | (49.8) | (23.5) | (73.3) | |
| Profit before tax and discontinued operations | 374.5 | 223.3 | 597.8 | 310.7 | (52.6) | 258.1 | |
Reconciliation of APM amounts reported for management purposes to the financial statements reported under UK-adopted IAS
Included in the following tables within Consolidated entities are statutory adjustments made to the following. The impact of these adjustments on profit before tax is shown in the table on the following page:
- All income generated from the balance sheet investment portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other operating income.
- Structured entities controlled by the Group are presented as fair value investments for Reportable segments, these entities are consolidated under UK-adopted IAS within Consolidated entities.
- Seed investments are presented as current financial assets for Reportable segments, these assets are presented under UK-adopted IAS as current financial assets, non-current financial assets or investment property within Consolidated entities.
- Other adjustments necessary to comply with UK-adopted IAS, including in respect of a fair value gain of £60m recognised in FY23 within Consolidated entities and subsequently recognised in FY24 within Reportable segments as this asset is now expected to be sold to a third party and not transferred to a fund.
4. Segmental reporting continued
Consolidated income statement
| Reportable segments | Consolidated entities | Financial statements | |
| Year ended 31 March 2024 | £m | £m | £m |
| Fund management fee income | 579.1 | (26.4) | 552.7 |
| Other operating income | 1.9 | 0.2 | 2.1 |
| Fee and other income | 581.0 | (26.2) | 554.8 |
| Dividend income | 47.0 | (47.0) | — |
| Net fair value loss on derivatives | (7.3) | (3.2) | (10.5) |
| Finance income/(loss) | 39.7 | (50.2) | (10.5) |
| Net investment returns/gains on investments | 379.3 | 26.0 | 405.3 |
| Total revenue | 1,000.0 | (50.4) | 949.6 |
| Other income | 21.5 | 0.1 | 21.6 |
| Finance costs | (48.0) | (1.5) | (49.5) |
| Staff costs | (122.4) | — | (122.4) |
| Incentive scheme costs | (171.9) | — | (171.9) |
| Other administrative expenses | (81.4) | (14.8) | (96.2) |
| Administrative expenses | (375.7) | (14.8) | (390.5) |
| Share of results of joint ventures accounted for using equity method | — | (0.4) | (0.4) |
| Profit before tax and discontinued operations | 597.8 | (67.0) | 530.8 |
| Tax charge | (78.5) | 16.1 | (62.4) |
| Profit after tax from discontinued operations | — | 6.0 | 6.0 |
| Profit after tax and discontinued operations | 519.3 | (44.9) | 474.4 |
| Reportable segments | Consolidated entities | Financial statements | |
| Year ended 31 March 2023 | £m | £m | £m |
| Fund management fee income | 503.6 | (22.0) | 481.6 |
| Other operating income | 2.2 | (0.2) | 2.0 |
| Fee and other income | 505.8 | (22.2) | 483.6 |
| Dividend income | 40.2 | (40.2) | — |
| Net fair value loss on derivatives | (10.0) | (7.1) | (17.1) |
| Finance income/(loss) | 30.2 | (47.3) | (17.1) |
| Net investment returns/gains on investments | 102.3 | 70.2 | 172.5 |
| Total revenue | 638.3 | 0.7 | 639.0 |
| Other income | 13.9 | 1.6 | 5.0 |
| Finance costs | (64.0) | (0.6) | (64.6) |
| Staff costs | (105.0) | (0.1) | (105.1) |
| Incentive scheme costs | (151.8) | 0.2 | (151.6) |
| Other administrative expenses | (73.3) | (13.3) | (86.6) |
| Administrative expenses | (330.1) | (13.2) | (343.3) |
| Share of results of joint ventures accounted for using equity method | — | 4.4 | 4.4 |
| Profit before tax and discontinued operations | 258.1 | (7.1) | 251.0 |
| Tax charge | (28.8) | (0.6) | (29.4) |
| Profit after tax from discontinued operations | — | 56.8 | 56.8 |
| Profit after tax and discontinued operations | 229.3 | 49.1 | 278.4 |
4. Segmental reporting continued
Consolidated statement of financial position
| 2024 | |||
| Reportable segments | Consolidated entities | Financial statements | |
| Year ended 31 March 2024 | £m | £m | £m |
| Non-current financial assets | 2,713.7 | 4,682.7 | 7,396.4 |
| Other non-current assets | 166.5 | 82.9 | 249.4 |
| Cash | 627.4 | 362.6 | 990.0 |
| Current financial assets | 366.6 | (289.0) | 77.6 |
| Other current assets | 299.1 | 109.6 | 408.7 |
| Total assets | 4,173.3 | 4,948.8 | 9,122.1 |
| Non-current financial liabilities | 1,266.4 | 4,632.1 | 5,898.5 |
| Other non-current liabilities | 87.3 | 1.1 | 88.4 |
| Current financial liabilities | 268.4 | 0.1 | 268.5 |
| Other current liabilities | 255.8 | 311.2 | 567.0 |
| Total liabilities | 1,877.9 | 4,944.5 | 6,822.4 |
| Equity | 2,295.4 | 4.3 | 2,299.7 |
| Total equity and liabilities | 4,173.3 | 4,948.8 | 9,122.1 |
| 2023 | |||
| Reportable segments | Consolidated entities | Financial statements | |
| Year ended 31 March 2023 | £m | £m | £m |
| Non-current financial assets | 2,642.2 | 4,402.8 | 7,045.0 |
| Other non-current assets | 158.4 | 6.0 | 164.4 |
| Cash | 550.0 | 407.5 | 957.5 |
| Current financial assets | 282.4 | (264.1) | 18.3 |
| Other current assets | 243.7 | 623.6 | 867.3 |
| Total assets | 3,876.7 | 5,175.8 | 9,052.5 |
| Non-current financial liabilities | 1,558.0 | 4,573.4 | 6,131.4 |
| Other non-current liabilities | 104.5 | 2.1 | 106.6 |
| Current financial liabilities | 79.1 | — | 79.1 |
| Other current liabilities | 157.7 | 532.5 | 690.2 |
| Total liabilities | 1,899.3 | 5,108.0 | 7,007.3 |
| Equity | 1,977.4 | 67.8 | 2,045.2 |
| Total equity and liabilities | 3,876.7 | 5,175.8 | 9,052.5 |
4. Segmental reporting continued
Consolidated statement of cash flows
| 2024 | |||
| Reportable segments | Consolidated entities | Financial Statements | |
| £m | £m | £m | |
| Profit/(loss) before tax from continuing operations | 597.8 | (67.0) | 530.8 |
| Adjustments for non-cash items: | |||
| Fee and other operating (income)/expense | (581.0) | 26.2 | (554.8) |
| Net investment returns | (379.3) | (26.0) | (405.3) |
| Net fair value (gain)/loss on derivatives | (23.5) | 0.7 | (22.8) |
| Impact of movement in foreign exchange rates | 30.9 | 2.4 | 33.3 |
| Interest income | (68.5) | 46.9 | (21.6) |
| Interest expense | 48.0 | 1.5 | 49.5 |
| Depreciation, amortisation and impairment of property, plant, equipment and | 18.0 | — | 18.0 |
| Share-based payment expense | 43.9 | — | 43.9 |
| Working capital changes: | |||
| Increase in trade receivables | (8.5) | (80.2) | (88.7) |
| Increase/(decrease) in trade and other payables | 50.5 | (68.2) | (17.7) |
| (271.7) | (163.7) | (435.4) | |
| Proceeds from sale of current financial assets and disposal groups held for sale | 319.2 | — | 319.2 |
| Purchase of current financial assets and disposal groups held for sale | (312.1) | — | (312.1) |
| Purchase of investments | (322.5) | (1,407.2) | (1,729.7) |
| Proceeds from sales and maturities of investments | 403.0 | 1,830.1 | 2,233.1 |
| Issuance of CLO notes1 | — | — | — |
| Redemption of CLO notes1 | — | (389.1) | (389.1) |
| Interest and dividend income received | 122.2 | 372.0 | 494.2 |
| Fee and other operating income received | 492.0 | 4.4 | 496.4 |
| Interest paid | (49.3) | (330.2) | (379.5) |
| Cash flow generated from/(used in) operations | 380.8 | (83.7) | 297.1 |
| Taxes paid | (41.2) | — | (41.2) |
| Net cash flows from/(used in) operating activities | 339.6 | (83.7) | 255.9 |
| Investing activities | |||
| Purchase of intangible assets | (6.3) | — | (6.3) |
| Purchase of property, plant and equipment | (3.2) | — | (3.2) |
| Net cash flow from derivative financial instruments | 31.5 | — | 31.5 |
| Cash flow as a result of acquisition of subsidiaries | — | 49.5 | 49.5 |
| Net cash flows from investing activities | 22.0 | 49.5 | 71.5 |
| Financing activities | |||
| Payment of principal portion of lease liabilities | (8.4) | — | (8.4) |
| Repayment of long-term borrowings | (50.7) | — | (50.7) |
| Dividends paid to equity holders of the parent | (223.4) | — | (223.4) |
| Net cash flows used in financing activities | (282.5) | — | (282.5) |
| Net increase/decrease in cash and cash equivalents | 79.1 | (34.2) | 44.9 |
| Effects of exchange rate differences on cash and cash equivalents | (1.7) | (10.7) | (12.4) |
| Cash and cash equivalents at 1 April | 550.0 | 407.5 | 957.5 |
| Cash and cash equivalents at 31 March | 627.4 | 362.6 | 990.0 |
4. Segmental reporting continued
| 2023 | |||
| Reportable segments | Consolidated entities | Financial Statements | |
| £m | £m | £m | |
| Profit/(loss) before tax from continuing operations | 258.1 | (7.1) | 251.0 |
| Adjustments for non-cash items: | |||
| Fee and other operating (income)/expense | (505.8) | 22.2 | (483.6) |
| Net investment returns | (102.3) | (70.2) | (172.5) |
| Net fair value loss on derivatives | 34.9 | — | 34.9 |
| Impact of movement in foreign exchange rates | (24.9) | 7.1 | (17.8) |
| Interest income | (13.9) | (1.6) | (15.5) |
| Interest expense | 64.0 | 0.6 | 64.6 |
| Depreciation, amortisation and impairment of property, plant, equipment and | 18.2 | — | 18.2 |
| Share-based payment expense | 39.5 | 0 | 39.5 |
| Change in disposal groups held for sale | — | (8.8) | (8.8) |
| Working capital changes: | |||
| (Increase)/decrease in trade receivables | (48.3) | 36.3 | (12.0) |
| Decrease in trade and other payables | (41.3) | (155.6) | (196.9) |
| (321.8) | (177.1) | (498.9) | |
| Proceeds from sale of current financial assets and disposal groups held for sale | 45.5 | — | 45.5 |
| Purchase of current financial assets and disposal groups held for sale | (211.9) | — | (211.9) |
| Purchase of investments | (453.8) | (920.8) | (1,374.6) |
| Proceeds from sales and maturities of investments | 689.4 | 1,032.4 | 1,721.8 |
| Issuance of CLO notes1 | — | 0.4 | 0.4 |
| Redemption of CLO notes1 | — | (45.6) | (45.6) |
| Interest and dividend income received | 106.8 | 256.0 | 362.8 |
| Fee and other operating income received | 573.3 | 14.6 | 587.9 |
| Interest paid | (63.5) | (199.9) | (263.4) |
| Cash flow generated from/(used in) operations | 363.9 | (39.9) | 324.0 |
| Taxes paid | (32.4) | — | (32.4) |
| Net cash flows from/(used in) operating activities | 331.5 | (39.9) | 291.6 |
| Investing activities | |||
| Purchase of intangible assets | (4.7) | — | (4.7) |
| Purchase of property, plant and equipment | (6.5) | — | (6.5) |
| Net cash flow from derivative financial instruments | (58.8) | — | (58.8) |
| Cash flow as a result of acquisition of subsidiaries | — | 200.8 | 200.8 |
| Net cash flows (used in)/from investing activities | (70.0) | 200.8 | 130.8 |
| Financing activities | |||
| Purchase of Own Shares | (38.9) | — | (38.9) |
| Payment of principal portion of lease liabilities | (6.8) | — | (6.8) |
| Repayment of long-term borrowings | (194.6) | — | (194.6) |
| Dividends paid to equity holders of the parent | (236.4) | — | (236.4) |
| Net cash flows used in financing activities | (476.7) | — | (476.7) |
| Net (decrease)/increase in cash and cash equivalents | (215.2) | 160.9 | (54.3) |
| Effects of exchange rate differences on cash and cash equivalents | 3.7 | 16.3 | 20.0 |
| Cash and cash equivalents at 1 April | 761.5 | 230.3 | 991.8 |
| Cash and cash equivalents at 31 March | 550.0 | 407.5 | 957.5 |
4. Segmental reporting continued
Geographical analysis of non-current assets
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| Asset Analysis by Geography | £m | £m |
| Europe (including UK) | 132.5 | 116.4 |
| Asia Pacific | 62.5 | 7.3 |
| North America | 54.4 | 40.7 |
| Total | 249.4 | 164.4 |
Geographical analysis of Group revenue
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| Income Analysis by Geography | £m | £m |
| Europe (including UK) | 726.5 | 415.3 |
| Asia Pacific | 87.2 | 58.6 |
| North America | 135.9 | 165.1 |
| Total | 949.6 | 639.0 |
5. Financial assets and liabilities
| Accounting policy Financial assets Financial assets can be classified into the following categories: Amortised Cost, Fair Value Through Profit and Loss (‘FVTPL’) and Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group has classified all invested financial assets as FVTPL. Financial assets at FVTPL are initially recognised and subsequently measured at fair value. A valuation assessment is performed on a recurring basis with gains or losses arising from changes in fair value recognised through net gains on investments in the consolidated income statement. Dividends or interest earned on the financial assets are also included in the net gains on investments. Where the Group holds investments in a number of financial instruments such as debt and equity in a portfolio company, the Group views their entire investment as a unit of account for valuation purposes. Industry standard valuation guidelines such as the International Private Equity and Venture Capital (’IPEV’) Valuation Guidelines - December 2022, allow for a level of aggregation where there are a number of financial instruments held within a portfolio company. Recognition of financial assets When the Group invests in the capital structure of a portfolio company, these assets are initially recognised and subsequently measured at fair value, and transaction costs are recognised in the consolidated income statement immediately. Derecognition of financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when substantially all the risks and rewards of ownership of the asset are transferred to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying value amount and the sum of the consideration received and receivable, is recognised in profit or loss. Key sources of estimation uncertainty on financial assets Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm’s length transaction at the reporting date. The fair value of investments is based on quoted prices, where available. Where quoted prices are not available, the fair value is estimated in line with IFRS and industry standard valuation guidelines such as IPEV for direct investments in portfolio companies, and the Royal Institute of Chartered Surveyors Valuation – Global Standards 2020 for investment property. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details of the valuation techniques and the associated sensitivities are further disclosed in this note on page 49. Given the subjectivity of investments in private companies, senior and subordinated notes of Collateralised Loan Obligation vehicles and investments in investment property, these are key sources of estimation uncertainty, and as such the valuations are approved by the relevant Fund Investment Committees and Group Valuation Committee. The unobservable inputs relative to these investments are further detailed below. |
5. Financial assets and liabilities continued
Fair value measurements recognised in the statement of financial position
The information set out below provides information about how the Group and Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities
- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)
The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:
| As at 31 March 2024 | As at 31 March 2023 | |||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m |
| Financial assets | ||||||||
| Investment in or alongside managed funds1 | 5.7 | 3.6 | 2,300.7 | 2,310.0 | 7.2 | 1.8 | 2,144.3 | 2,153.3 |
| Consolidated CLOs and credit funds | — | 4,154.9 | 462.6 | 4,617.5 | — | 4,101.4 | 567.7 | 4,669.1 |
| Derivative assets | — | 9.3 | — | 9.3 | — | 22.0 | — | 22.0 |
| Investment in private companies2 | — | — | 401.7 | 401.7 | — | — | 100.4 | 100.4 |
| Investment in public companies | 4.5 | — | — | 4.5 | 5.1 | — | — | 5.1 |
| Non-consolidated CLOs and credit funds | — | 111.3 | 19.7 | 131.0 | — | 105.8 | 7.5 | 113.3 |
| Disposal groups held for sale | — | — | — | — | — | — | 163.2 | 163.2 |
| Total financial assets3 | 10.2 | 4,279.1 | 3,184.7 | 7,474.0 | 12.3 | 4,231.0 | 2,983.1 | 7,226.4 |
| Financial liabilities | ||||||||
| Liabilities of consolidated CLOs and credit funds | — | (4,415.6) | (186.7) | (4,602.3) | — | (4,508.0) | (64.7) | (4,572.7) |
| Derivative liabilities | — | (9.2) | — | (9.2) | — | (15.7) | — | (15.7) |
| Disposal groups held for sale | — | — | — | — | — | — | — | — |
| Total financial liabilities | — | (4,424.8) | (186.7) | (4,611.5) | — | (4,523.7) | (64.7) | (4,588.4) |
- Level 3 investments in or alongside managed funds includes £1,212.3m Corporate Investments & US Mid Market, £517.9m Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences, £58.2m Senior Debt Partners, £82.1m North America Credit Partners, £399.6m real estate funds, and £16.8m credit funds.
- Level 3 Investment in private companies includes £359.9m subordinated debt and equity (2023: £91.3m) and £41.8m of real estate funds (2023: £9.1m), including assets reclassified from Disposal groups held for sale.
- Total financial assets correspond to the sum of non-current and current financial assets at fair value and the sum of non-current and current financial derivatives on the face of the balance sheet.
Valuations
Valuation process
The Group Valuation Committee (‘GVC’) is responsible for reviewing and concluding on the fair value of the Group’s balance sheet investment positions in accordance with the Group’s Valuation Policy. This includes consideration of the valuations received from the underlying funds. The GVC reviews its fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors of the funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees (‘ICs’).
The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation services and third-party fund administrators as appropriate. The IC provides those valuations to the Group, as an investor in the fund assets. The IC is also responsible for escalating significant events regarding the valuation to the Group (as an investor in the fund assets), for example change in valuation methodologies, potential impairment events, or material judgements.
The table in page 49 outlines in more detail the range of valuation techniques, as well as the key unobservable inputs for each category of Level 3 assets and liabilities.
5. Financial assets and liabilities continued
Investment in or alongside managed funds
When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market prices in an active market for identical assets without any adjustments, the instruments are included within Level 1 of the hierarchy. The Group values these investments at bid price for long positions and ask price for short positions.
The Group also co-invests with funds, including credit and private equity secondary funds, which are not quoted in an active market. The Group considers the valuation techniques and inputs used by these funds to ensure they are reasonable, appropriate and consistent with the principles of fair value. The latest available NAV of these funds are generally used as an input into measuring their fair value. The NAV of the funds are adjusted, as necessary, to reflect restrictions on redemptions, and other specific factors relevant to the funds. In measuring fair value, consideration is also given to any transactions in the interests of the funds. The Group classifies these funds as Level 3.
Investment in private companies
The Group takes debt and equity stakes in private companies that are, other than on very rare occasions, not quoted in an active market and uses either a market-based valuation technique or a discounted cash flow technique to value these positions.
The Group’s investments in private companies are held at fair value using the most appropriate valuation technique based on the nature, facts and circumstances of the private company. The first of two principal valuation techniques is a market comparable companies technique. The enterprise value (‘EV’) of the portfolio company is determined by applying an earnings multiple, taken from comparable companies, to the profits of the portfolio company. The Group determines comparable private and public companies, based on industry, size, location, leverage and strategy, and calculates an appropriate multiple for each comparable company identified. The second principal valuation technique is a discounted cash flow (‘DCF’) approach. Fair value is determined by discounting the expected future cash flows of the portfolio company to the present value. Various assumptions are utilised as inputs, such as terminal value and the appropriate discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation techniques may be used where there is a recent offer or a recent comparable market transaction, which may provide an observable market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.
Investment in public companies
Quoted investments are held at the last traded bid price on the reporting 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.
Investment in loans held in consolidated structured entities
The loan asset portfolios of the consolidated structured entities are valued using observable inputs such as recently executed transaction prices in securities of the issuer or comparable issuers and from independent loan pricing sources. To the extent that the significant inputs are observable the Group classifies these assets as Level 2 and other assets are classified as Level 3. Level 3 assets are valued using a discounted cash flow technique and the key inputs under this approach are detailed on page 49.
Derivative assets and liabilities
The Group uses market-standard valuation models for determining fair values of over-the-counter interest rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including both credit and debit valuation adjustments for counterparty and own credit risk, foreign exchange spot and forward rates and interest rate curves. For these financial instruments, significant inputs into models are market observable and are included within Level 2.
Senior and subordinated notes of CLO vehicles
The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these investments, using several inputs including constant annual default rates, prepayments rates, reinvestment rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes are typically expected to recover all contractual cash flows, including under stressed scenarios, over the life of the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are therefore classified as Level 2. Unobservable inputs are used in determining the fair value of subordinated notes, which are therefore classified as Level 3 instruments.
5. Financial assets and liabilities continued
Liabilities of consolidated CLO vehicles
Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value. Observable inputs are used in determining the fair value of these instruments, including the valuation of the CLO loan asset portfolio. As a result we deem these liabilities as Level 2.
Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of the CLO loan asset portfolios. These underlying assets mostly comprise observable loan securities traded in active markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3 asset values, we deem these liabilities to be Level 3.
Real estate assets
To the extent that the Group invests in real estate assets, whether through an investment in a managed fund or an investment in a private company, the underlying assets may be classified as either a financial asset or investment property in accordance with IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been recorded based on independent valuations prepared by third-party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2020. At the end of each reporting period, the Group reviews its assessment of the fair value of each property, taking into account the most recent independent valuations. The Directors determine a property value within a range of reasonable fair value estimates, based on information provided. All resulting fair value estimates for properties are included in Level 3.
Reconciliation of Level 3 fair value measurement of financial assets
The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets. This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.
| Investment in or alongside managed funds | Investment in loans held in consolidated entities | Investment in private companies | Subordinated notes of CLO vehicles | Disposal groups held for sale | Total | |
| Group | £m | £m | £m | £m | £m | £m |
| At 1 April 2023 | 2,144.3 | 567.7 | 100.4 | 7.5 | 163.2 | 2,983.1 |
| Total gains or losses in the income statement | ||||||
| – Net investment return2 | 284.0 | 11.5 | 14.4 | 2.9 | 63.3 | 376.1 |
| – Foreign exchange | (50.7) | (14.0) | (4.3) | (0.4) | 3.4 | (66.0) |
| Purchases | 301.8 | 234.2 | 74.5 | 9.7 | 213.1 | 833.3 |
| Exit proceeds | (378.7) | (195.6) | (19.1) | — | (207.2) | (800.6) |
| Transfers in1 | — | 96.9 | — | — | — | 96.9 |
| Transfers out1 | — | (238.1) | — | — | — | (238.1) |
| Reclassification3 | — | — | 235.8 | — | (235.8) | — |
| At 31 March 2024 | 2,300.7 | 462.6 | 401.7 | 19.7 | — | 3,184.7 |
- During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) or Level 2 (from Level 3) and these changes are reported as a transfers in or transfers out in the year.
2. Included within net investment returns are £345.1m of unrealised gains (which includes accrued interest).
3. During the year the group reclassified all its financial assets previously included in disposal groups held for sale into investments in private companies (see note 28)
5. Financial assets and liabilities continued
| Investment in or alongside managed funds | Investment in loans held in consolidated entities | Investment in private companies | Subordinated notes of CLO vehicles | Disposal groups held for sale | Total | |
| Group | £m | £m | £m | £m | £m | £m |
| At 1 April 2022 | 2,112.9 | 145.2 | 122.7 | 9.1 | 89.2 | 2,479.1 |
| Total gains or losses in the income statement | ||||||
| – Net investment return2 | 172.9 | (9.6) | (21.2) | (1.3) | (7.1) | 133.7 |
| – Foreign exchange | 67.4 | 15.5 | 13.2 | 0.5 | 5.8 | 102.4 |
| Purchases | 416.2 | 60.2 | 6.7 | — | 158.7 | 641.8 |
| Exit proceeds | (625.1) | (100.7) | (21.0) | (0.8) | (23.8) | (771.4) |
| Transfers in1,3 | — | 457.1 | — | — | — | 457.1 |
| Transfers out1,3 | — | — | — | — | (59.6) | (59.6) |
| At 31 March 2023 | 2,144.3 | 567.7 | 100.4 | 7.5 | 163.2 | 2,983.1 |
1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) and these changes are reported as a transfer in the year. Transfers out of Disposal groups held for sale represented the re-designation of an asset as Investment Property (see note 28)
2. Included within net investment returns are £141.8m of unrealised gains (which includes accrued interest)
3. The prior period transfers between levels have been re-presented to separately disclose transfers in and transfers out of Level 3.
Reconciliation of Level 3 fair value measurements of financial liabilities
The following tables sets out the movements in reoccurring financial liabilities valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the valuation of these liabilities. During the year ended 31 March 2024 changes in the fair value of the assets of consolidated credit funds resulted in a reduction in the fair value of the financial liabilities of those consolidated credit funds, reported as a ‘fair value gain’ in the table below.
| 2024 | 2023 | |
| Financial liabilities designated as FVTPL | Financial liabilities designated as FVTPL | |
| Group | £m | £m |
| At 1 April | 64.7 | 239.6 |
| Total gains or losses in the income statement | ||
| – Fair value gains | 102.3 | (178.2) |
| – Foreign exchange losses | (1.7) | 12.8 |
| Purchases | 21.4 | 23.8 |
| Disposal groups held for sale | — | (5.0) |
| Transfer between levels | — | (28.3) |
| At 31 March | 186.7 | 64.7 |
5. Financial assets and liabilities continued
Valuation inputs and sensitivity analysis
The following table summarises the inputs and estimates used for items categorised in Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis:
| Fair Value As at 31 March 2024 | Fair Value As at 31 March 2023 | Primary Valuation Technique1 | Key Unobservable Inputs | Range | Weighted Average/ Fair Value Inputs | Sensitivity/ Scenarios | Effect on Fair Value 31 March 2024 | |
| £m | £m | £m | ||||||
| Structured & Private Equity: Corporate Investments & US Mid-Market | 1,490.6 | 1,341.3 | Market comparable companies | Earnings multiple | 5.0x – 29.0x | 15.1x | '+10% Earnings multiple2 | 187.6 |
| Discounted cash flow | Discount rate | 7.5% - 20.5% | 11.2 % | '-10% Earnings multiple2 | (187.6) | |||
| Earnings multiple | 6.1x – 21.5x | 11.8x | ||||||
| Structured & Private Equity: Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences | 589.9 | 589.4 | Third-party valuation / funding round value | N/A | N/A | N/A | +10% valuation | 59.0 |
| -10% valuation | (59.0) | |||||||
| Private Debt: North American Credit Partners | 91.7 | 120.7 | Market comparable companies | Earnings multiple | 5.5x – 29.0x | 14.1x | '+10% Earnings multiple2 | 9.7 |
| '-10% Earnings multiple2 | (9.7) | |||||||
| Private Debt: Senior Debt Partners | 58.2 | 47.8 | Discounted cash flow | Probability of default | 1.0%-2.2% | 1.0 % | Upside case | — |
| Loss given default | 32.2 % | 32.2 % | Downside case | (0.5) | ||||
| Maturity of loan | 3 years | 3 years | ||||||
| Effective interest rate | 9.6%-11.5% | 11.2 % | ||||||
| Real Assets | 441.4 | 293.6 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 44.1 |
| LTV-based impairment model | N/A | N/A | N/A | -10% Third-party valuation | (44.1) | |||
| Credit: Non-consolidated CLOs and credit funds | 19.7 | 7.5 | Discounted cash flow | Discount rate | 15.0% - 15.5% | 15.1 % | ||
| Default rate | 3% - 4.5% | 3.3 % | Upside case3 | 22.8 | ||||
| Prepayment rate % | 15% -20% | 19.5 % | Downside case3 | (23.8) | ||||
| Recovery rate % | 75.0 % | 75.0 % | ||||||
| Reinvestment price | 99.5 % | 99.5 % | ||||||
| Credit: Consolidated CLOs and credit funds | 462.6 | 567.7 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 46.3 |
| -10% Third-party valuation | (46.3) | |||||||
| Credit: Liquid Funds | 30.6 | 15.1 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 3.1 |
| -10% Third-party valuation | (3.1) | |||||||
| Total financial assets | 3,184.7 | 2,983.1 | Total Upside sensitivity | 372.5 | ||||
| Total Downside sensitivity | (374.1) | |||||||
| Liabilities of Consolidated CLOs and credit funds | (186.7) | (64.7) | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | (18.7) |
| -10% Third-party valuation | 18.7 | |||||||
| Total financial liabilities | (186.7) | (64.7) |
- Where the Group has co-invested with its managed funds, it is the type of the underlying investment, and the valuation techniques used for these underlying investments, that is set out here.
- Investments in the following strategies are sensitised using the actual or implied earnings multiple to provide a consistent, comparable basis for this analysis: Corporate Investments, US Mid-Market, North America Credit Partners.
- The sensitivity analysis is performed on the entire portfolio of subordinated notes of CLO vehicles that the Group has invested in with total value of £187.7m (2023: £182.8m). The default rate applied was set at 4.5% until 2025, reducing by 0.5% semi-annually during 2025 and reverting to 3% in 2026. The upside case is based on the default rate being lowered to 2.5% p.a. for the next 21 months then to 2.0% for the 3 following months, keeping all other parameters consistent. The downside case is based on the default rate being increased over the next 21 months to 6.5% then to 6.0% for the 3 following months, keeping all other parameters consistent.
5. Financial assets and liabilities continued
Derivative financial instruments
| Accounting policy Derivative financial instruments for economic hedging The Group holds derivative financial instruments to hedge foreign currency and interest rate exposures. Derivatives are recognised at fair value determined using independent third-party valuations or quoted market prices. Changes in fair values of derivatives are recognised immediately in Finance loss in the Income Statement. A derivative with a positive fair value is recognised as a financial asset while a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is more than 12 months from the reporting date, otherwise a derivative will be presented as a current asset or current liability. |
| 2024 | 2023 | |||||
| Contract or underlying principal amount | Fair values | Contract or underlying principal amount | Fair values | |||
| Group | Asset | Liability | Asset | Liability | ||
| £m | £m | £m | £m | £m | £m | |
| Cross currency swaps | 118.8 | 6.2 | (5.5) | 121.6 | 7.5 | (8.5) |
| Forward foreign exchange contracts | 1,201.8 | 3.1 | (3.7) | 1,365.1 | 14.5 | (7.2) |
| Total | 1,320.6 | 9.3 | (9.2) | 1,486.7 | 22.0 | (15.7) |
The Group holds £5.5m of cash pledged as collateral by its counterparties as at 31 March 2024 (31 March 2023: £8.5m). All the Credit Support Annexes that have been agreed with our counterparties are fully compliant with European Market Infrastructure Regulation ‘EMIR’.
The fair value movements in derivatives during the year is £(10.5)m (2023: £(17.1)m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2024 (31 March 2023: £nil).
Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations under a contract being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.
6. Cash and cash equivalents
| 2024 | 2023 | |
| £m | £m | |
| Cash and cash equivalents | ||
| Cash at bank and in hand | 990.0 | 957.5 |
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown above.
The Group’s cash and cash equivalents include £362.6m (2023: £407.5m) of restricted cash, held principally by structured entities controlled by the Group. The Group does not have legal recourse to these balances as their sole purpose is to service the interests of the investors in these structured entities.
In the prior year £5.5m of cash and cash equivalents were included in disposal groups held for sale (note 28).
7. Financial liabilities
| Accounting policy Financial liabilities, which include borrowings and listed notes and bonds (with the exception of financial liabilities designated as FVTPL), are initially recognised at fair value net of transaction costs and subsequently measured at amortised cost using the effective interest rate method. Arrangement and commitment fees are included within the carrying value of financial liabilities. Lease liabilities are initially measured at the present value of all the future lease payments. The present value at the inception of the lease is determined by discounting all future lease payments at the Group’s centrally determined incremental borrowing rate at the date of inception of the lease. In calculating the present value of lease payments, the Group uses its incremental borrowing rate because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset. Financial liabilities at FVTPL are initially recognised and subsequently measured at fair value on a recurring basis. Gains or losses arising from changes in fair value of derivative financial liabilities are recognised in Finance loss in the income statement. Gains or losses arising from changes in fair value of liabilities of Structured entities controlled by the Group recognised through gains on investments in the income statement. The Group has designated financial liabilities at fair value relating to consolidated structured entities as such liabilities are managed by the Group on a fair value basis. The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expire. |
| 2024 | 2023 | |||||
| Interest rate % | Maturity | Current | Non-current | Current | Non-current | |
| Group | £m | £m | £m | £m | ||
| Liabilities held at amortised cost | ||||||
| - Private placement | 2.02% - 5.35% | 2024 - 2029 | 248.7 | 346.4 | 56.8 | 604.8 |
| - Listed notes and bonds | 1.63% - 2.50% | 2027 - 2030 | 2.5 | 851.3 | 2.5 | 874.9 |
| - Unsecured bank debt¹ | SONIA +1.38% | 2026 | (0.8) | (0.7) | (0.8) | (1.5) |
| Total Liabilities held at amortised cost | 250.4 | 1,197.0 | 58.5 | 1,478.2 | ||
| Lease liabilities | 2.85% - 7.09% | 2024 - 2034 | 8.9 | 69.3 | 5.8 | 79.6 |
| Other financial liabilities | 1.34% - 6.20% | 2024 - 2028 | — | 29.9 | — | — |
| Liabilities held at FVTPL: | ||||||
| - Derivative financial liabilities | 9.2 | — | 14.8 | 0.9 | ||
| - Structured entities controlled by the Group | 0.60% - 10.90% | 2030-2038 | — | 4,602.3 | — | 4,572.7 |
| 268.5 | 5,898.5 | 79.1 | 6,131.4 | |||
- Unsecured bank debt represents the value of associated fees which are amortised over the life of the facility.
7. Financial liabilities continued
The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £788.9m (2023: £613.1m).
Other financial liabilities are borrowings related to seed investments.
Details of the cash outflows related to leases are in the Consolidated statement of cash flows, interest expenses associated with lease liabilities are in note 10, the Right of Use (‘ROU’) assets and the income from subleasing ROU assets are in note 17 and the maturity analysis of the lease liabilities are in note 21 .
Movement in financial liabilities arising from financing activities
The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.
| 2024 | 2023 | |
| £m | £m | |
| At 1 April | 1,622.1 | 1,712.1 |
| Movement as a result of change in control of subsidiary | 21.5 | — |
| Repayment of long term borrowings | (50.7) | (194.6) |
| Reclassification1 | 7.7 | — |
| Payment of principal portion of lease liabilities | (8.4) | (6.8) |
| Establishment of lease liability | 1.2 | 33.0 |
| Net interest movement | 1.7 | 1.0 |
| Foreign exchange movement | (39.6) | 77.4 |
| At 31 March | 1,555.5 | 1,622.1 |
1. Borrowings related to seed investments acquired during the year.
8. Other income
| Accounting policy The Group earns interest on its cash balances, excluding balances within structured entities controlled by the Group. These amounts are recognised as income in the period in which it is earned. |
| 2024 | 2023 | |
| £m | £m | |
| Interest income on bank deposits | 21.6 | 15.5 |
| 21.6 | 15.5 |
9. Net gains on investments
| Accounting policy The Group recognises net gains and losses on investments comprising realised and unrealised gains and losses from disposals and revaluations of financial assets and financial liabilities measured at fair value. |
| 2024 | 2023 | |
| £m | £m | |
| Financial assets | ||
| Change in fair value of financial instruments designated at FVTPL | 933.5 | 167.6 |
| Financial liabilities | ||
| Change in fair value of financial instruments designated at FVTPL | (528.2) | 4.9 |
| Net gains arising on investments | 405.3 | 172.5 |
10. Finance costs
| Accounting policy Interest expense on the Group’s debt, excluding financial liabilities within structured entities controlled by the Group, is recognised using the effective interest rate method based on the expected future cash flows of the liabilities over their expected life. Financial liabilities within structured entities controlled by the Group are accounted for within Net gains and losses arising on investment (see note 9). Interest expense associated with lease obligations represents the unwinding of the lease liability discount, accounted for in accordance with IFRS 16 (see note 17). |
| Finance costs | 2024 | 2023 |
| £m | £m | |
| Interest expense recognised on financial liabilities held at amortised cost | 42.2 | 57.3 |
| Arrangement and commitment fees | 4.6 | 4.7 |
| Interest expense associated with lease obligations | 2.7 | 2.6 |
| 49.5 | 64.6 |
11. Administrative expenses
Further detail in respect of material administrative expenses reported on the income statement is set out below:
| 2024 | 2023 | |
| £m | £m | |
| Staff costs | 294.3 | 256.7 |
| Amortisation and depreciation | 17.9 | 18.2 |
| Operating lease expenses | 1.9 | 2.8 |
| Auditor's remuneration | 2.4 | 2.3 |
Auditor’s remuneration includes fees for audit and non-audit services payable to the Group’s auditor, Ernst and Young LLP, and are analysed as below.
| 2024 | 2023 | |
| £m | £m | |
| ICG Group | ||
| Audit fees | ||
| Group audit of the annual accounts | 1.7 | 1.5 |
| Audit of subsidiaries' annual accounts | 0.3 | 0.3 |
| Audit of controlled CLOs1 | 0.1 | 0.1 |
| Total audit fees | 2.1 | 1.9 |
| Non audit fees | ||
| Audit-related assurance services | 0.2 | 0.3 |
| Other assurance services | 0.1 | 0.1 |
| Total non audit fees | 0.3 | 0.4 |
| Total auditor's remuneration incurred by the Group | 2.4 | 2.3 |
1. The 2023 fees relating to the audit of controlled CLOs have been updated for engagements agreed subsequent to the approval of the prior year financial statements.
12. Employees and Directors
| Accounting policy The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment executives. DVB is reported within Wages and salaries. Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year. Payments of DVB are made only when the performance threshold for the plan year has been achieved on a cash basis and proceeds are received by the Group. An estimate of the DVB liability for a plan year is developed based on the following inputs: expected realisation proceeds; expected timing of realisations; and allocations of DVB to qualifying investment professionals. The Group accrues the estimated DVB cost associated with that plan year evenly over five years on average, reflecting the average holding period for the underlying investments and therefore the period over which services are provided by the scheme participants. |
| 2024 | 2023 | |
| £m | £m | |
| Directors’ emoluments | 5.1 | 4.9 |
| Employee costs during the year including Directors: | ||
| Wages and salaries | 253.4 | 228.7 |
| Social security costs | 30.7 | 20.5 |
| Pension costs | 10.2 | 7.5 |
| Total employee costs (note 11) | 294.3 | 256.7 |
| The monthly average number of employees (including Executive Directors) was: | ||
| Investment Executives | 289 | 268 |
| Marketing and support functions | 350 | 293 |
| Executive Directors | 3 | 3 |
| 642 | 564 |
ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited, Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia Pacific Limited, ICG (Singapore) Pte Ltd, ICG Beratungsgesellschaft mbH, ICG Europe S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG plc.
Contributions to the Group’s defined contribution pension schemes are charged to the consolidated income statement as incurred.
The performance related element included in employee costs is £171.9m (2023: £151.6m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme.
In addition, during the year, third-party funds have paid £43.7m (2023: £46.0m) to former employees and £46.0m (2023: £93.4m) to current employees, including Executive Directors, relating to distributions from investments in carried interest partnerships (‘CIPs’) made by these employees in prior periods. Such amounts become due over time if, and when, specified performance targets are ultimately realised in cash by the funds and paid by the carried interest partnerships of the funds (see note 27). As these funds and CIPs are not consolidated, these amounts are not included in the Group’s consolidated income statement.
13. Tax expense
| Accounting policy The tax expense comprises current and deferred tax. Current tax assets and liabilities comprise those obligations to, or claims from, tax authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised. Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction, other than a business combination, that affects neither the tax nor the accounting profit. Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they relate to income taxes levied by the same tax authority and the Group intends to settle on a net basis. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity. |
| 2024 | 2023 | |
| £m | £m | |
| Current tax: | ||
| Current year | 86.0 | 16.9 |
| Prior year adjustment | 15.4 | (9.7) |
| 101.4 | 7.2 | |
| Deferred tax: | ||
| Current year | (28.1) | 14.1 |
| Prior year adjustments | (10.9) | 8.1 |
| (39.0) | 22.2 | |
| Tax on profit on ordinary activities | 62.4 | 29.4 |
The Group is an international business and operates across many different tax jurisdictions. Income and expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the laws of the jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for Economic Co-operation and Development (‘OECD’).
The effective tax rate reported by the Group for the period ended 31 March 2024 of 11.7% (2023: 11.7%) is lower than the statutory UK corporation tax rate of 25% (2023:19%).
The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC activities. The IC benefits from statutory UK tax exemptions on certain forms of income arising from both foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The effect of these exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix of IC income, and composition of such income, in any one period.
Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on the best estimates of probable outcomes and with regard to external advice where appropriate. The principal factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in which the Group operates, the relative mix of FMC and IC income, the mix of income and expenses earned and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities.
13. Tax expense continued
A reconciliation between the statutory UK corporation tax rate applied to the Group’s profit before tax and the reported effective tax rate is provided below.
| 2024 | 2023 | |
| £m | £m | |
| Profit on ordinary activities before tax | 530.8 | 251.0 |
| Tax at 25% (2023:19%) | 132.7 | 47.7 |
| Effects of | ||
| Prior year adjustment to current tax | 15.4 | (9.6) |
| Prior year adjustment to deferred tax | (10.9) | 8.1 |
| 137.2 | 46.2 | |
| Non-taxable and non-deductible items | 1.7 | (0.3) |
| Non-taxable investment company income | (59.9) | (22.5) |
| Trading income generated by overseas subsidiaries subject to different tax rates | (16.6) | 4.0 |
| Deferred tax adjustment | — | 2.0 |
| Tax charge for the period | 62.4 | 29.4 |
Deferred tax
| Deferred tax (asset)/liability | Investments | Share based payments and compensation deductible as paid | Tax losses carried forward | Other temporary differences | Total |
| Group | £m | £m | £m | £m | £m |
| As at 31 March 2022 | 36.1 | (38.1) | (2.0) | (5.9) | (9.9) |
| Prior year adjustment | 2.0 | 0.2 | 2.2 | 5.2 | 9.6 |
| Impact of changes to statutory tax rates | 0.3 | (1.1) | (0.7) | 1.1 | 0.6 |
| Charge / (Credit) to equity | 2.2 | 3.4 | — | 1.0 | 5.6 |
| Charge / (Credit) to income | 5.2 | (0.7) | 0.1 | 9.5 | 14.1 |
| Movement in Foreign Exchange on retranslation | — | — | — | (0.4) | (0.4) |
| As at 31 March 2023 | 45.8 | (36.3) | (0.4) | 8.8 | 17.9 |
| Reclassification between categories | 2.7 | 1.7 | — | (4.4) | — |
| Reclassification of deferred tax liability out of discontinued operations | 14.0 | — | — | — | 14.0 |
| Prior year adjustment | (4.1) | — | (1.6) | (5.2) | (10.9) |
| Charge / (Credit) to equity | 0.2 | (6.9) | — | (6.7) | |
| Charge / (Credit) to income | (11.4) | (10.0) | (5.3) | (1.4) | (28.1) |
| Movement in foreign exchange on retranslation | — | — | — | (0.2) | (0.2) |
| As at 31 March 2024 | 47.2 | (51.5) | (7.3) | (2.4) | (14.0) |
During the year deferred tax assets that reversed, due to timing differences, were mainly due to the utilisation of tax losses and unpaid interest expense in the Group’s US business. As set out in the table above in column ‘Share based payments and compensation deductible as paid’, deferred tax assets at the reporting date were solely due to employee remuneration schemes in the UK and US.
The Group has undertaken a review of the level of recognition of deferred tax assets and is satisfied they are recoverable and therefore have been recognised in full. There are no deferred tax assets recognised on the basis of losses.
In its March 2021 Budget, the UK Government announced that the UK rate of corporation tax would increase from 19% to 25% from 1 April 2023 . This legislative change has been substantively enacted, and has been considered when calculating the closing deferred tax balances at the reporting date.
The mandatory IAS 12 temporary exception from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules has been applied. The OECD's Pillar II model rules, which establish a global minimum tax rate of 15% apply for financial years beginning on or after 31 December 2023. The first period the rules are implemented for the Group are from 1 April 2024 (financial year ending 31 March 2025). The Group has performed an impact analysis and does not expect the implementation to be significant.
14. Dividends
| Accounting policy Dividends are distributions of profit to holders of Intermediate Capital Group plc’s share capital and as a result are recognised as a deduction in equity. Final dividends are announced with the Annual Report and Accounts and are recognised when they have been approved by shareholders. Interim dividends are announced with the Half Year Results and are recognised when they are paid. |
| 2024 | 2023 | |||
| Per share pence | £m | Per share pence | £m | |
| Ordinary dividends paid | ||||
| Final | 52.2 | 149.5 | 57.3 | 164.4 |
| Interim | 25.8 | 73.9 | 25.3 | 72.0 |
| 78.0 | 223.4 | 82.6 | 236.4 | |
| Proposed final dividend | 53.2 | 152.6 | 52.2 | 148.8 |
Of the £223.4m (2023: £236.4m) of ordinary dividends paid during the year, £1.8m (2023: £4.3m) were reinvested under the dividend reinvestment plan offered to shareholders.
15. Earnings per share
| Year ended 31 March 2024 | Year ended 31 March 2023 | |
| Earnings | £m | £m |
| Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the Parent | ||
| Continuing operations | 467.4 | 221.6 |
| Discontinued operations | 6.0 | 59.0 |
| 473.4 | 280.6 | |
| Number of shares | ||
| Weighted average number of ordinary shares for the purposes of basic earnings per share | 286,123,236 | 285,613,961 |
| Effect of dilutive potential ordinary share options | 5,888,040 | 3,698,954 |
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | 292,011,276 | 289,312,915 |
| Earnings per share for continuing operations 1 | ||
| Basic, profit from continuing operations attributable to equity holders of the parent (pence) | 163.4p | 77.6p |
| Diluted, profit from continuing operations attributable to equity holders of the parent (pence) | 160.1p | 76.6p |
| Earnings per share for discontinued operations 1 | ||
| Basic, profit from discontinued operations attributable to equity holders of the parent (pence) | 2.1p | 20.6p |
| Diluted, profit from discontinued operations attributable to equity holders of the parent (pence) | 2.0p | 20.4p |
1. The prior period has been re-presented to separately disclose Earnings per share for continuing operations and Earnings per share for discontinued operations.
16. Intangible assets
| Accounting policy Business combinations Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets, liabilities and contingent liabilities of the acquired business at their fair value at the acquisition date. The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair value of the net assets acquired which is not allocated to individual assets and liabilities is determined to be goodwill. Goodwill is reviewed at least annually for impairment. Investment management contracts Intangible assets with finite useful lives that are acquired separately, including investment management contracts, are carried at cost less accumulated depreciation and impairment losses. These are measured at cost and are amortised on a straight line basis over the expected life of the contract (eight years). Computer software Research costs associated with computer software are expensed as they are incurred. Other expenditure incurred in developing computer software is capitalised only if all of the following criteria are demonstrated:
|
Impairment of non-financial assets and goodwill
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
16. Intangible assets continued
| Computer software | Goodwill1 | Investment management contracts | Total | |||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m |
| Cost | ||||||||
| At 1 April | 25.0 | 20.5 | 4.3 | 4.3 | 19.1 | 26.3 | 48.4 | 51.1 |
| Reclassified3 | (0.8) | — | — | — | — | — | (0.8) | — |
| Additions | 6.3 | 4.7 | — | — | — | — | 6.3 | 4.7 |
| Derecognised2 | (12.5) | (0.3) | — | — | (18.3) | (7.1) | (30.8) | (7.4) |
| Exchange differences | (0.1) | 0.1 | — | — | 0.3 | (0.1) | 0.2 | — |
| At 31 March | 17.9 | 25.0 | 4.3 | 4.3 | 1.1 | 19.1 | 23.3 | 48.4 |
| Amortisation | ||||||||
| At 1 April | 16.4 | 12.4 | — | — | 17.1 | 21.6 | 33.5 | 34.0 |
| Charge for the year | 3.4 | 4.0 | — | — | 2.2 | 2.7 | 5.6 | 6.7 |
| Derecognised2 | (12.5) | — | — | (18.3) | (7.2) | (30.8) | (7.2) | |
| At 31 March | 7.3 | 16.4 | — | — | 1.0 | 17.1 | 8.3 | 33.5 |
| Net book value | 10.6 | 8.6 | 4.3 | 4.3 | 0.1 | 2.0 | 15.0 | 14.9 |
- Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP business combination and represents a single cash generating unit. The recoverable amount of the real estate cash generating unit is based on fair value less costs to sell where the fair value equates to a multiple of adjusted net income, in line with the original consideration methodology. The significant headroom on the recoverable amount is not sensitive to any individual assumption.
- Investment management contracts and Computer Software derecognised represented fully amortised balances.
- During the year, assets previously classified as computer software were determined to relate to leasehold improvements. These assets were transferred at book value and there was no profit or loss arising on transfer.
During the financial year ended 31 March 2024, the Group recognised an expense of £0.1m (2023: £0.5m) in respect of research and development expenditure.
17. Property, plant and equipment
| Accounting policy The Group’s property, plant and equipment provide the infrastructure to enable the Group to operate. Assets are initially stated at cost, which includes expenditure associated with acquisition. The cost of the asset is recognised in the income statement as an amortisation charge on a straight line basis over the estimated useful life, determined as three years for furniture and equipment and five years for short leasehold premises. Right of Use (‘ROU’) assets and associated leasehold improvements are amortised over the full contractual lease term. Group as a lessee Included within the Group’s property, plant and equipment are its ROU assets. ROU assets are the present value of the Group’s global leases and comprise all future lease payments, and all expenditure associated with acquiring the lease. The Group’s leases are primarily made up of its global offices. The Group has elected to capitalise initial costs associated with acquiring a lease before commencement as a ROU asset. The cost of the ROU asset is recognised in the income statement as an amortisation charge on a straight line basis over the life of the lease term. Short-term leases and leases of low value assets The Group applies the short-term lease recognition exemption to its short-term leases (those that have a lease term of 12 months or less from the commencement date which do not contain a purchase option). The Group also applies the recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as administrative expenses on a straight line basis over the lease term. |
17. Property, plant and equipment continued
| Furniture and equipment | ROU asset | Leasehold improvements | Total | ||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||
| Group | £m | £m | £m | £m | £m | £m | £m | £m | |||
| Cost | |||||||||||
| At 1 April | 7.5 | 4.5 | 90.0 | 67.7 | 14.7 | 11.3 | 112.2 | 83.5 | |||
| Reclassified1 | — | — | — | — | 0.8 | — | 0.8 | — | |||
| Additions | 1.3 | 3.1 | 1.2 | 33.8 | 1.9 | 3.4 | 4.4 | 40.3 | |||
| Disposals | (2.9) | (0.4) | (1.2) | (11.7) | (0.6) | — | (4.7) | (12.1) | |||
| Exchange differences | — | 0.3 | (0.9) | 0.2 | — | — | (0.9) | 0.5 | |||
| At 31 March | 5.9 | 7.5 | 89.1 | 90.0 | 16.8 | 14.7 | 111.8 | 112.2 | |||
| Depreciation | |||||||||||
| At 1 April | 4.2 | 2.9 | 16.8 | 18.2 | 3.0 | 2.0 | 24.0 | 23.1 | |||
| Charge for the year | 1.7 | 1.4 | 9.2 | 9.1 | 1.5 | 1.0 | 12.4 | 11.5 | |||
| Disposals | (3.1) | (0.1) | (0.3) | (10.5) | (0.4) | — | (3.8) | (10.6) | |||
| At 31 March | 2.8 | 4.2 | 25.7 | 16.8 | 4.1 | 3.0 | 32.6 | 24.0 | |||
| Net book value | 3.1 | 3.3 | 63.4 | 73.2 | 12.7 | 11.7 | 79.2 | 88.2 | |||
- During the year, assets previously classified as computer software were determined to relate to leasehold improvements. These assets were transferred at book value and there was no profit or loss arising on transfer.
Group as Lessor
| Accounting policy Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease term and is included in other income in the consolidated income statement due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned. The Group has entered into sub-lease agreements of certain office buildings (see Note 17 above). These leases have terms of between two and five years. Rental income recognised by the Group during the year was £0.4m (2023: £0.4m). Future minimum rentals receivable under non-cancellable operating leases as at 31 March are as follows: |
| 2024 | 2023 | |
| Group | £m | £m |
| Within one year | 0.4 | 0.4 |
| After one year but not more than five years | 0.4 | 0.8 |
| At 31 March | 0.8 | 1.2 |
18. Investment property
| Accounting policy The Group holds investment property for the development of the Group’s long-term real assets strategy. Properties are being held with a purpose to earn rental income and/or for capital appreciation and are not occupied by the Group. IAS 40 Investment Property requires that the property be measured initially at cost, including transaction costs, and subsequently measured at fair value. Gains or losses from changes in the fair values of investment properties are included in the profit or loss in the period in which they arise. The fair value of the investment properties (Level 3) has been recorded based on independent valuations prepared by Knight Frank, third-party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2020. A market and income approach was performed to estimate the fair value of the Group’s investments. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details of the valuation techniques and the associated sensitivities are further disclosed in note 5. |
| 2024 | 2023 | |
| Group | £m | £m |
| Investment property at fair value | ||
| At 1 April | 0.8 | 1.5 |
| Additions | 51.9 | — |
| Reclassified1 | 54.5 | — |
| Fair value loss | (24.5) | (0.7) |
| At 31 March | 82.7 | 0.8 |
- Prior to the financial year end, the Group reclassified £54.5m of disposal groups held for sale to investment property.
18. Investment property continued
During the year, the Group held £0.0m (2023: £284.0m) of investment property within discontinued operations (see note 28).
The losses arising from investment properties carried at fair value is £(24.5)m (2023: £(0.7)m).
The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
19. Trade and other receivables
| Accounting policy Trade and other receivables represent amounts the Group is due to receive in the normal course of business and are held at amortised cost. Trade and other receivables excluding those held in structured entities controlled by the Group include performance fees, which are considered contract assets under IFRS 15 and will only be received after realisation of the underlying assets, see note 3 and note 30. Trade and other receivables within structured entities controlled by the Group relate principally to unsettled trades on the sale of financial assets. Amounts owed by Group companies are repayable on demand. To the extent that amounts are owed by Group companies engaged in investment activities the Company has assessed these receivables as non-current, reflecting the illiquidity of the underlying investments. Trade and other receivables from Group entities are considered related party transactions as stated in note 26. The carrying value of trade and other receivables reported within current assets approximates fair value as these are short-term and do not contain any significant financing components. The carrying value of trade and other receivables reported within non-current assets approximates fair value as these do not contain any significant financing components. The Company has adopted the simplified approach to measuring the loss allowance as lifetime Expected Credit Loss (‘ECL’), as permitted under IFRS 9. The ECL of trade and other receivables arising from transactions with Group entities or its affiliates are expected to be nil or close to nil. The assets do not contain any significant financing components, therefore the simplified approach is deemed most appropriate. |
| 2024 | 2023 | |
| £m | £m | |
| Trade and other receivables within structured entities controlled by the Group | 107.6 | 43.7 |
| Trade and other receivables excluding those held in structured entities controlled by the Group | 240.2 | 178.3 |
| Prepayments | 41.8 | 10.0 |
| Total current assets | 389.6 | 232.0 |
| Non-current assets | ||
| Trade and other receivables excluding those held in structured entities controlled by the Group | 36.1 | 37.1 |
| Total non-current assets | 36.1 | 37.1 |
Non-current trade and other receivables excluding those held in structured entities controlled by the Group comprises performance-related fees (see note 3).
20. Trade and other payables
| Accounting policy Trade and other payables within structured entities controlled by the Group relate principally to unsettled trades on the purchase of financial assets within structured entities controlled by the Group. Trade and other payables excluding those held in structured entities controlled by the Group are held at amortised cost and represent amounts the Group is due to pay in the normal course of business. Amounts owed to Group companies are repayable on demand. The carrying value of trade and other payables approximates fair value as these are short term and do not contain any significant financing components. Trade and other payables from Group entities are considered related party transactions as stated in note 26. Key sources of estimation uncertainty on trade and other payables excluding structured entities controlled by the Group. Payables related to the DVB scheme are key estimates based on the inputs described in note 12. The sensitivity of the DVB to a 10% increase in the fair value of the underlying investments is an increase of £13.13m (2023: £10.25m) and to a decrease of 10% is a decrease of £13.13m (2023: £10.25m). |
| 2024 | 2023 | |
| £m | £m | |
| Trade and other payables within structured entities controlled by the Group | 316.3 | 328.1 |
| Trade and other payables excluding those held in structured entities controlled by the Group | 209.6 | 140.2 |
| Amounts owed to Group companies | — | — |
| Social security tax | 3.3 | 3.1 |
| Total current trade and other payables | 529.2 | 471.4 |
| Non-current liabilities | ||
| Trade and other payables excluding those held in structured entities controlled by the Group | 66.0 | 71.1 |
| Total non-current trade and other payables | 66.0 | 71.1 |
Current trade and other payables excluding those held in structured entities controlled by the Group includes £78.0m (2023: £67.5m) in respect of other compensation costs and £65.3m (2023: £31.4m) in respect of DVB, (see note 12) and non-current Trade and other payables excluding those held in structured entities controlled by the Group is entirely comprised of amounts payable in respect of DVB (2023: all DVB).
21. Financial risk management
The Group has identified financial risk, comprising market and liquidity risk, as a principal risk. Further details are set out on page 22. The Group has exposure to market risk (including exposure to interest rates and foreign currency), liquidity risk and credit risk arising from financial instruments.
Interest rate risk
The Group’s assets include both fixed and floating rate loans.
The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes, public bonds, and fixed and floating rate notes. The Group manages its exposure to market interest rate movements by matching, to the extent possible, the interest rate profiles of assets and liabilities and by using derivative financial instruments.
The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £56.0m (2023: £56.5m) and to a decrease is £56.0m (2023: £(56.5)m). The sensitivity of financial liabilities to a 100 basis point interest rate increase is £46.9m (2023: £47.1m) and to a decrease is £46.9m (2023: £(47.1)m). These amounts would be reported within Net gains on investments. There is an indirect exposure to interest rate risk through the impact on the performance of the portfolio companies of the funds that the Group has invested in, and therefore the fair valuations. There is no interest rate risk exposure on fixed rate financial assets or liabilities.
Exposure to interest rate risk
| 2024 | 2023 | |||||
| Floating | Fixed | Total | Floating | Fixed | Total | |
| Group | £m | £m | £m | £m | £m | £m |
| Financial assets (excluding investments in loans held in consolidated entities) | 839.5 | 3,023.4 | 3,862.9 | 744.4 | 3,049.1 | 3,793.5 |
| Investments in loans held in consolidated entities | 4,762.4 | 319.9 | 5,082.3 | 4,901.1 | 253.9 | 5,155.0 |
| Financial liabilities (excluding borrowings and loans held in consolidated entities) | — | (1,734.6) | (1,734.6) | — | (1,929.2) | (1,929.2) |
| Borrowings and loans held in consolidated entities | (4,688.9) | (391.2) | (5,080.1) | (4,706.6) | (371.5) | (5,078.1) |
| 913.0 | 1,217.5 | 2,130.5 | 938.9 | 1,002.3 | 1,941.2 | |
Foreign exchange risk
The Group is exposed to currency risk in relation to non-sterling currency transactions and the translation of non-sterling net assets. The Group’s most significant exposures are to the euro and the US dollar. Exposure to currency risk is managed by matching assets with liabilities to the extent possible and through the use of derivative instruments.
The Group regards its interest in overseas subsidiaries as long-term investments. Consequently, it does not hedge the translation effect of exchange rate movements on the financial statements of these businesses.
The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily denominated in euro and US dollar.
The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net assets/(liabilities) by currency and the sensitivity of the balances to a strengthening of foreign currencies against sterling are shown below:
| Market risk - Foreign exchange risk | 2024 | ||||
| Net statement of financial Position exposure | Forward exchange contracts | Net exposure | Sensitivity to strengthening | Increase in net assets | |
| £m | £m | £m | % | £m | |
| Sterling | 401.7 | 1,121.1 | 1,522.8 | — | — |
| Euro | 804.0 | (450.7) | 353.3 | 15% | 53.0 |
| US dollar | 710.3 | (492.1) | 218.2 | 20% | 43.6 |
| Other currencies | 206.7 | (178.2) | 28.5 | 10-25% | — |
| 2,122.7 | 0.1 | 2,122.8 | — | 96.6 | |
21. Financial risk management continued
| Market risk - Foreign exchange risk | 2023 | ||||
| Net statement of financial Position exposure | Forward exchange contracts | Net exposure | Sensitivity to strengthening | Increase in net assets | |
| £m | £m | £m | % | £m | |
| Sterling | 726.8 | 772.7 | 1,499.5 | — | — |
| Euro | 552.0 | (259.3) | 292.7 | 15% | 43.9 |
| US dollar | 564.5 | (324.9) | 239.6 | 20% | 47.9 |
| Other currencies | 195.6 | (182.2) | 13.4 | 10-25% | — |
| 2,038.9 | 6.3 | 2,045.2 | — | 91.8 | |
The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets
Liquidity risk
The Group makes commitments to its managed funds in advance of that capital being invested. These commitments are typically drawn over a five-year investment period (see note 25 for outstanding commitments). Funds typically have a 10-year contractual life. The Group manages its liquidity risk by maintaining headroom on its financing facilities.
The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and interest payments. Future interest and principal cash flows have been calculated based on exchange rates and floating rate interest rates as at 31 March 2024. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2024 until contractual maturity. Included in financial liabilities are contractual interest payments. All financial liabilities, excluding structured entities controlled by the Group, are held by the Company.
Liquidity profile
| Contractual maturity analysis | |||||
| Less than one year | One to two years | Two to five years | More than five years | Total | |
| As at 31 March 2024 | £m | £m | £m | £m | £m |
| Financial liabilities | |||||
| Private placements | 267.0 | 194.7 | 185.2 | 0.0 | 646.9 |
| Listed notes and bonds | 17.6 | 17.6 | 466.5 | 438.1 | 939.8 |
| Debt issued by controlled structured entities | 576.8 | 262.6 | 2,065.3 | 4,362.8 | 7,267.5 |
| Derivative financial instruments | 0.9 | (4.8) | — | 0.0 | (3.9) |
| Lease liabilities | 10.8 | 10.4 | 30.1 | 34.6 | 85.9 |
| Other financial liabilities | 9.2 | 1.4 | 23.2 | — | 33.8 |
| 882.3 | 481.9 | 2,770.3 | 4,835.5 | 8,970.0 | |
As at 31 March 2024 the Group has liquidity of £1,177.4m (2023: £1,099.9m) which consists of undrawn debt facility of £550m (2023: £550m) and £627.4m (2023: £549.9m) of unencumbered cash. Unencumbered cash excludes £362.6m (2023: £407.6m) of restricted cash held principally by structured entities controlled by the Group.
| Contractual maturity analysis | |||||
| Less than one year | One to two years | Two to five years | More than five years | Total | |
| As at 31 March 2023 | £m | £m | £m | £m | £m |
| Financial liabilities | |||||
| Private placements | 78.2 | 273.5 | 282.2 | 106.7 | 740.6 |
| Listed notes and bonds | 18.1 | 18.1 | 486.8 | 461.5 | 984.5 |
| Debt issued by controlled structured entities | 176.3 | 204.6 | 2,430.4 | 3,748.0 | 6,559.3 |
| Derivative financial instruments | (1.6) | (3.1) | (4.4) | 0.0 | (9.1) |
| Lease liabilities | 8.5 | 11.3 | 32.0 | 46.1 | 97.9 |
| 279.5 | 504.4 | 3,227.0 | 4,362.3 | 8,373.2 | |
The Group’s policy is to maintain continuity of funding. Due to the long-term nature of the Group’s assets, the Group seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.
21. Financial risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual obligations. This risk is principally in connection with the Group’s investments.
This risk is mitigated by the disciplined credit procedures that the relevant Fund Investment Committees have in place prior to making an investment and the ongoing monitoring of investments throughout the ownership period. In addition, the risk of significant credit loss is further mitigated by the Group’s diversified investment portfolio in terms of geography and industry sector. The Group is exposed to credit risk through its financial assets (see note 5) and investment in joint ventures reported at fair value.
Exposure to credit risk
| Group | 2023 | |
| £m | £m | |
| Investment in private and public companies | 406.2 | 267.3 |
| Investment in managed funds | 2,310.0 | 2,153.4 |
| Non-consolidated CLOs and credit funds | 131.0 | 113.3 |
| Consolidated CLOs and credit funds | 4,617.5 | 4,669.1 |
| Derivatives assets | 9.3 | 22.0 |
| Investment in joint venture | — | 5.8 |
| Total financial assets at fair value | 7,474.0 | 7,230.9 |
The Group manages its operational cash balance by the regular forecasting of cash flow requirements, debt management and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in accordance with the Group’s treasury policy which provides limits on exposures with any single financial institution. The majority of the Group’s surplus cash is held in AAA rated Money Market funds. Other credit exposures arise from outstanding derivatives with financial institutions rated from A- to A+.
The Group is exposed to credit risk as a result of financing guarantees provided. The maximum exposure to guarantees is £7.3m (2023: £7.9m). No liability has been recognised in respect of these guarantees.
The Directors consider the Group’s credit exposure to trade and other receivables to be low and as such no further analysis has been presented. The Directors consider the credit risk of consolidated CLOs and credit funds to be low.
The Group’s investments in consolidated CLOs and credit funds controlled by the Group principally comprise senior loans. The Group’s exposure to the credit risk of this collateral, in these consolidated entities, is limited to its investment into these entities, which at 31 March 2024 was £297.8m (2023: £339.4m).
The carrying amount of financial assets at fair value through profit and loss represents the Directors’ assessment of the maximum credit risk exposure of the Group and Company at the balance sheet date.
Other than the Group investments in non-consolidated CLOs and consolidated CLOs, the Group has no direct exposure to defaulted and past due financial assets.
Capital management
Managing capital is the ongoing process of determining and maintaining the quantity and quality of capital appropriate for the Group and ensuring capital is deployed in a manner consistent with the expectations of our stakeholders. The primary objectives of the Group’s capital management are (i) align the Group’s interests with its clients, (ii) grow third-party fee income in the FMC and (iii) maintain robust capitalisation, including ensuring that the Group complies with externally imposed capital requirements by the Financial Conduct Authority (the FCA). The Group’s strategy has remained unchanged from the year ended 31 March 2024.
(i) Regulatory capital requirements
The Group is required to hold capital resources to cover its regulatory capital requirements. The Group’s capital for regulatory purposes comprises the capital and reserves of the Company, comprising called up share capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity (see page 33). The full Pillar 3 disclosures are available on the Group’s website: www.icgam.com.
21. Financial risk management continued
(ii) Capital and risk management policies
The capital structure of the Group under UK-adopted IAS consists of cash and cash equivalents, £990m (2023: £957.5m) (see note 6); debt, which includes borrowings, £1,447.4m, (2023: £1,536.7m) (see note 7) and the capital and reserves of the Company, comprising called up share capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity, £896.5m (2023: £825.8m). Details of the Reportable segment capital structure are set out in note 4.
22. Called up share capital and share premium
Share capital represents the number of issued ordinary shares in Intermediate Capital Group plc multiplied by their nominal value of 26¼p each.
Under the Company’s Articles of Association, any share in the Company may be issued with such rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise as the Company may from time to time by ordinary resolution determine or, in the absence of any such determination, as the Board may determine. All shares currently in issue are ordinary shares of 26¼p each carrying equal rights. The Articles of Association of the Company cannot be amended without shareholder approval.
The Directors may refuse to register any transfer of any share which is not a fully paid share, although such discretion may not be exercised in a way which the Financial Conduct Authority regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share in favour of more than four persons jointly.
The Company is not aware of any other restrictions on the transfer of ordinary shares in the Company other than:
- Certain restrictions that may from time to time be imposed by laws and regulations (for example, insider trading laws or the UK Takeover Code)
- Pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require approval of the Company to deal in the Company’s shares
The Company has the authority limited by shareholder resolution to issue, buy back, or cancel ordinary shares in issue (including those held in trust, described below). New shares are issued when share options are exercised by employees. The Company has 294,365,326 authorised shares (2023: 294,332,182)
| Number of ordinary shares of 26¼p allotted, called up and fully paid | Share Capital £m | Share Premium £m | |
| 1 April 2023 | 294,332,182 | 77.3 | 180.9 |
| Shares issued | 33,144 | — | 0.4 |
| 31 March 2024 | 294,365,326 | 77.3 | 181.3 |
| Number of ordinary shares of 26¼p allotted, called up and fully paid | Share Capital £m | Share Premium £m | |
| 1 April 2022 | 294,285,804 | 77.3 | 180.3 |
| Shares issued | 46,378 | — | 0.6 |
| 31 March 2023 | 294,332,182 | 77.3 | 180.9 |
23. Own shares reserve
| Accounting policy Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or through the ICG Employee Benefit Trust 2015 (‘EBT’). The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company for the hedging of future liabilities arising as a result of the employee share-based compensation schemes, (see note 24) in a way that does not dilute the percentage holdings of existing shareholders. Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When shares vest or are cancelled, they are transferred from own shares to the retained earnings reserve at their weighted average cost. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s own shares. |
The movement in the year is as follows:
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | Number | Number | |
| 1 April | 103.4 | 93 | 9,249,895 | 7,734,849 |
| Purchased (ordinary shares of 26¼p) | — | 38.9 | — | 3,000,000 |
| Options/awards exercised | (24.2) | (28.5) | (1,583,032) | (1,484,954) |
| As at 31 March | 79.2 | 103.4 | 7,666,863 | 9,249,895 |
Of the total shares held by the Group, 3,733,333 shares were held by the Company in the Own Share Reserve at 31 March 2024 and 31 March 2023 at a cost of £21.3m. These shares were purchased through a share buy back programme in prior years.
The number of shares held by the Group at the balance sheet date represented 2.6% (2023: 3.1%) of the Parent Company’s allotted, called up and fully paid share capital.
24. Share-based payments
| Accounting policy The Group issues compensation to its employees under equity-settled share-based payment plans. Equity-settled share-based payments are measured at the fair value of the awards at grant date. The fair value includes the effect of non-market based vesting conditions. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. |
The total charge to the income statement for the year was £43.9m (2023: £39.5m) and this was credited to the share-based payments reserve. Details of the different types of awards are as follows:
Intermediate Capital Group plc Omnibus Plan
The Omnibus Plan provides for three different award types: Deferred Share Awards, PLC Equity Awards and Special Recognition Awards.
Deferred Share Awards
Awards are made after the end of the financial year (and in a small number of cases during the year) to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management. These share awards typically vest one-third at the end of the first, second and third years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.
24. Share-based payments continued
PLC Equity Awards
Awards are made after the end of the financial year to reward employees, including Executive Directors, for increasing long-term shareholder value. These share awards typically vest one-third at the end of the third, fourth and fifth years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.
Special Recognition Awards
Awards are made after the end of the financial year to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management. These share awards vest at the end of the first year following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.
Share awards outstanding under the Omnibus Plan were as follows:
| Deferred share awards | Number | Weighted average fair value | ||
| 2024 | 2023 | 2024 | 2023 | |
| Outstanding at 1 April | 2,964,516 | 2,470,280 | 15.75 | 16.52 |
| Granted | 2,316,207 | 1,811,061 | 13.35 | 14.27 |
| Vested | (1,476,697) | (1,316,825) | 15.62 | 15.00 |
| Outstanding as at 31 March | 3,804,026 | 2,964,516 | 14.35 | 15.75 |
| Number | Weighted average fair value | |||
| PLC Equity awards | 2024 | 2023 | 2024 | 2023 |
| Outstanding at 1 April | 2,142,252 | 2,139,210 | 12.21 | 10.33 |
| Granted | 982,261 | 777,577 | 13.35 | 14.27 |
| Vested | 471,806 | (774,535) | 12.17 | 9.84 |
| Outstanding as at 31 March | 3,596,319 | 2,142,252 | 14.68 | 12.21 |
| Number | Weighted average fair value | |||
| Special Recognition Awards | 2024 | 2023 | 2024 | 2023 |
| Outstanding as at 1 April | 46,154 | — | 14.27 | — |
| Granted | — | 46,154 | — | 14.27 |
| Vesting | (46,154) | — | 14.27 | — |
| Outstanding as at 31 March | — | 46,154 | — | 14.27 |
The fair values of awards granted under the ICG plc Omnibus Plan are determined by the average share price for the five business days prior to grant
Intermediate Capital Group plc Buy Out Awards
Buy Out Awards are shares awarded to new employees in lieu of prior awards forfeited. These share awards shall vest or be forfeited according to the schedule and terms of the forfeited awards, and any performance conditions detailed in the individual’s employment contract. Buy Out Awards may be cash settled. Buy Out Awards outstanding were as follows:
| Number | Weighted average fair value | |||
| Buy Out Awards | 2024 | 2023 | 2024 | 2023 |
| Outstanding as at 1 April | 1,097,088 | 155,940 | 12.96 | 12.85 |
| Granted | 180,336 | 1,307,916 | 14.46 | 12.68 |
| Vesting | (468,121) | (366,768) | 13.55 | 13.35 |
| Outstanding as at 31 March | 809,303 | 1,097,088 | 13.41 | 12.96 |
The fair values of the Buy Out Awards granted are determined by the average share price for the five business days prior to grant.
24. Share-based payments continued
Save As You Earn
The Group offers a Sharesave Scheme (‘SAYE’) to its UK employees. Options are granted at a 20% discount to the prevailing market price at the date of issue. Options to this equity-settled scheme are exercisable at the end of a three-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.
Fair value is measured using the Black–Scholes valuation model, which considers the current share price of the Group, the risk-free interest rate and the expected volatility of the share price over the life of the award. The expected volatility was calculated by analysing three years of historic share price data of the Group.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards and options at grant date, which is remeasured at each reporting date. The total amount to be expensed during the year is £169,587 (2023: £210,031).
| Save As You Earn | Number | Weighted average fair value | ||
| 2024 | 2023 | 2024 | 2023 | |
| Outstanding as at 1 April | 103,818 | 199,737 | 5.00 | 4.54 |
| Granted | 197,452 | — | 4.00 | — |
| Vesting | (32,851) | (46,378) | 3.32 | 3.26 |
| Forfeited | (46,298) | (49,541) | 5.54 | 4.30 |
| Outstanding as at 31 March | 222,121 | 103,818 | 4.25 | 5.00 |
Growth Incentive Award
The Growth Incentive Award ('GIA’) is a market-value share option. Grants of options are made following the end of the financial year to reward employees for performance and to enhance alignment of interests. The GIA is a right to acquire shares during the exercise period (seven years following the vesting date) for a price equal to the market value of those shares on the grant date. These options vest at the end of the third year following the year of grant, unless the individual leaves for cause or to join a competitor. Awards are based on performance against the individual’s objectives.
| Growth Incentive Award | Number | Weighted average fair value | ||
| 2024 | 2023 | 2024 | 2023 | |
| Outstanding as at 1 April | 463,000 | — | 3.13 | — |
| Granted | — | 480,000 | — | 3.13 |
| Vesting | — | — | — | — |
| Forfeited | (52,000) | (17,000) | 3.13 | — |
| Outstanding as at 31 March | 411,000 | 463,000 | 3.13 | 3.13 |
25. Financial commitments
As described in the Strategic Report, the Group invests balance sheet capital alongside the funds it manages to grow the business and create long-term shareholder value. Commitments are made at the time of a fund’s launch and are drawn down with the fund as it invests (typically over five years). Commitments may increase where distributions made are recallable. Commitments are irrevocable. At the balance sheet date the Group had undrawn commitments, which can be called on over the commitment period, as follows:
| 2024 | 2023 | |
| £m | £m | |
| ICG Europe Fund V | 24.2 | 29.9 |
| ICG Europe Fund VI | 79.8 | 82.0 |
| ICG Europe Fund VII | 105.2 | 111.7 |
| ICG Europe Fund VIII | 192.4 | 185.5 |
| ICG Mid-Market Fund | 14.3 | 25.1 |
| ICG Mid-Market Fund II | 64.1 | — |
| Intermediate Capital Asia Pacific Fund III | 60.7 | 45.4 |
| ICG Asia Pacific Fund IV | 52.3 | 93.5 |
| ICG Strategic Secondaries Fund II | 32.1 | 33.1 |
| ICG Strategic Equity Fund III | 95.9 | 72.3 |
| ICG Strategic Equity Fund IV | 35.6 | 38.8 |
| ICG Strategic Equity Fund V | 79.2 | — |
| ICG Recovery Fund II | 40.8 | 34.3 |
| LP Secondaries | 20.8 | 47.4 |
| ICG Senior Debt Partners II | 4.0 | 3.8 |
| ICG Senior Debt Partners III | 5.1 | 5.8 |
| ICG Senior Debt Partners IV | 6.7 | 7.3 |
| Senior Debt Partners V | 26.6 | 42.3 |
| Senior Debt Partners NYCERS | 1.6 | — |
| ICG North American Private Debt Fund | 26.9 | 27.5 |
| ICG North American Private Debt Fund II | 24.6 | 27.9 |
| ICG North American Credit Partners III | 79.2 | 38.1 |
| ICG-Longbow UK Real Estate Debt Investments V | 0.2 | 0.2 |
| ICG-Longbow UK Real Estate Debt Investments VI | 12.4 | 13.9 |
| ICG-Longbow Development Fund | 6.8 | 6.8 |
| ICG Living | 20.9 | 21.8 |
| ICG Infrastructure Equity Fund I | 31.7 | 59.8 |
| ICG Infrastructure Equity Fund II | 10.1 | — |
| ICG Private Markets Pooling - Sale and Leaseback | 18.4 | 35.9 |
| ICG Sale & Leaseback II | 16.5 | 17.0 |
| ICG Metropolitan 2 | 36.8 | — |
| 1,225.9 | 1,107.1 |
26. Related party transactions
Subsidiaries
The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries. The Group consists of the Parent Company, Intermediate Capital Group plc, incorporated in the UK, and its subsidiaries listed in note 27. All entities meeting the definition of a controlled entity as set out in IFRS 10 are consolidated within the results of the Group. All transactions between the Parent Company and its subsidiary undertakings are classified as related party transactions for the Parent Company financial statements and are eliminated on consolidation. Significant transactions with subsidiary undertakings relate to dividends received, the aggregate amount received during the year is £240.0m (2023: £386.6m) and recharge of costs to a subsidiary of £93.2m (2023: £168.5m)
Associates and joint ventures
An associate is an entity over which the Group has significant influence, but not control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes they are designated at fair value through profit or loss. A joint venture is an arrangement whereby the parties have joint control over the arrangements, see note 29. Where the investment is held for venture capital purposes they are designated as fair value through profit or loss. These entities are related parties and the significant transactions with associates and joint ventures are as follows:
| 2024 | 2023 | |
| £m | £m | |
| Income statement | ||
| Net gains/(losses) on investments | 84.5 | (17.2) |
| 84.5 | (17.2) |
| 2024 | 2023 | |
| £m | £m | |
| Statement of financial position | ||
| Trade and other receivables | 179.2 | 66.8 |
| Trade and other payables | (155.0) | (52.3) |
| 24.2 | 14.5 |
Unconsolidated structured entities
The Group has determined that, where the Group holds an investment, loan, fee receivable, guarantee or commitment with an investment fund, carried interest partnership or CLO, this represents an interest in a structured entity in accordance with IFRS 12 Disclosure of Interest in Other Entities (see note 30). The Group provides investment management services and receives management fees (including performance-related fees) and dividend income from these structured entities, which are related parties. Amounts receivable and payable from these structured entities arising in the normal course of business remain outstanding. At 31 March 2023, the Group’s interest in and exposure to unconsolidated structured entities are as follows:
| 2024 | 2023 | |
| £m | £m | |
| Income statement | ||
| Management fees | 502.5 | 473.5 |
| Performance fees | 75.7 | 19.4 |
| Dividend income | — | 0.1 |
| 578.2 | 493.0 | |
| 2024 | 2023 | |
| £m | £m | |
| Statement of financial position | ||
| Performance fees receivable | 83.7 | 37.5 |
| Trade and other receivables | 848.1 | 781.9 |
| Trade and other payables | (807.4) | (718.3) |
| 124.4 | 101.1 |
26. Related party transactions continued
Key management personnel
Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are Benoît Durteste , David Bicarregui and Antje Hensel-Roth.
The compensation of key management personnel during the year was as follows:
| 2024 | 2023 | |
| £m | £m | |
| Short-term employee benefits | 3.7 | 3.7 |
| Post-employment benefits | 0.2 | 0.1 |
| Other long-term benefits | 0.2 | 0.9 |
| Share-based payment benefits | 6.9 | 7.0 |
| 11.0 | 11.7 |
Fees paid to Non-Executive Directors were as follows:
| 2024 | 2023 | |
| £000 | £000 | |
| William Rucker | 375.0 | 63.9 |
| Andrew Sykes | 120.0 | 290.5 |
| Rosemary Leith | 134.5 | 113.9 |
| Matthew Lester | 120.5 | 116.5 |
| Virginia Holmes | 120.5 | 120.5 |
| Stephen Welton | 90.5 | 90.5 |
| Amy Schioldager | 125.0 | 125.0 |
| Rusty Nelligan | 104.5 | 108.5 |
| Kathryn Purves | — | 134.5 |
The remuneration of Directors and key executives and Non-Executive Directors is determined by the Remuneration Committee having regard to the performance of individuals and market rates.
27. Subsidiaries
| Accounting policy Investment in subsidiaries The Group consists of the Parent Company, Intermediate Capital Group plc, and its subsidiaries, described collectively herein as ‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial position are recorded at cost less provision for impairments or at fair value through profit or loss. Key accounting judgement A key judgement for the Group is whether the Group controls an investee or fund and is required to consolidate the investee or fund into the results of the Group. Control is determined by the Directors’ assessment of decision making authority, rights held by other parties, remuneration and exposure to returns. When assessing whether the Group controls any fund it manages (or any entity associated with a fund) it is necessary to determine whether the Group acts in the capacity of principal or agent for the third-party investor. An agent is a party primarily engaged to act on behalf and for the benefit of another party or parties, whereas a principal is primarily engaged to act for its own benefit. A key judgement when determining that the Group acts in the capacity of principal or agent is the kick-out rights of the third-party fund investors. We have reviewed these kick-out rights, across each of the entities where the Group has an interest. Where fund investors have substantive rights to remove the Group as the investment manager it has been concluded that the Group is an agent to the fund and thus the fund does not require consolidation into the Group. We consider if the Group has significant influence over these entities and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group acts in the capacity of principal the fund has been consolidated into the Group’s results. Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the Trust is acting on behalf of the Group or another third party. Where the Trust is considered to act as an agent of the Group, the Trust and its related subsidiaries have been consolidated into the Group. As a fund manager ICG participates in carried interest partnerships (CIPs), the participants of which are the Group, certain of the Group’s employees and others connected to the underlying fund. These vehicles have two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants, and 2) to facilitate individual co-investment into the funds. The Directors have undertaken a control assessment of each CIP in accordance with IFRS10 and have considered whether the CIP participants were providing a service for the benefit of the Group. In undertaking this assessment the Directors took account of the following key considerations:
|
27. Subsidiaries continued
The Group consists of a Parent Company, Intermediate Capital Group plc, incorporated in the UK, and a number of subsidiaries held directly or indirectly by ICG plc, which operate and are incorporated around the world. The subsidiary undertakings of the Group are shown below. All are wholly owned, and the Group’s holding is in the ordinary share class, except where stated. The Companies Act 2006 requires disclosure of certain information about the Group’s related undertakings. Related undertakings are subsidiaries, joint ventures and associates.
The registered office of all related undertakings at 31 March 2024 was Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW, unless otherwise stated.
The financial year end of all related undertakings is 31 March, unless otherwise stated.
All entities are consolidated as at 31 March
Directly held subsidiaries
| Name | Ref1 | Country of incorporation | Principal activity | Share class | % Voting rights held |
| ICG Asset Management Limited | United Kingdom | Holding company | Ordinary shares | 100% | |
| ICG FMC Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| Intermediate Capital Investments Limited | England & Wales | Investment company | Ordinary shares | 100% | |
| ICG Global Investment UK Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| ICG Carbon Funding Limited | England & Wales | Investment company | Ordinary shares | 100% | |
| ICG Longbow Richmond Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| ICG-Longbow BTR Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| ICG Japan (Funding 2) Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| ICG Longbow Development (Brighton) Limited | England & Wales | Holding company | Ordinary shares | 100% | |
| LREC Partners Investments No. 2 Limited | England & Wales | Investment company | Ordinary shares | 55% | |
| ICG Longbow Senior Debt I GP Limited | England & Wales | General partner | Ordinary shares | 100% | |
| ICG Debt Advisors (Cayman) Ltd | 4 | Cayman Islands | Advisory company | Ordinary shares | 100% |
| ICG Re Holding (Germany) GmbH | 9 | Germany | Special purpose vehicle | Ordinary shares | 100% |
| ICG Watch Jersey GP Limited | 19 | Jersey | General partner | Ordinary shares | 100% |
| Intermediate Investments Jersey Limited | 19 | Jersey | Investment company | Ordinary shares | 100% |
| Intermediate Capital Group Espana SL | 33 | Spain | Advisory company | Ordinary shares | 100% |
1 Registered addresses are disclosed on page 79.
27. Subsidiaries continued
Indirectly held subsidiaries
| Name | Ref1 | Country of incorporation | Principal activity | Share class | % Voting rights held |
| ICG Alternative Investment Limited | England & Wales | Advisory company | Ordinary shares | 100% | |
| Intermediate Capital Managers Limited | England & Wales | Advisory company | Ordinary shares | 100% | |
| Intermediate Capital Asia Pacific Limited | 12 | Hong Kong | Advisory company | Ordinary shares | 100% |
| ICG Europe S.à r.l. | 23 | Luxembourg | Advisory company | Ordinary shares | 100% |
| ICG Enterprise Co-Investment GP Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG-Longbow B Investments L.P. | England & Wales | Investment company | N/A | 50% | |
| ICG-Longbow Development GP LLP | England & Wales | General Partner | N/A | —% | |
| Longbow Real Estate Capital LLP | England & Wales | Advisory company | N/A | —% | |
| ICG Senior Debt Partners UK GP Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| Intermediate Capital Group SAS | 8 | France | Advisory company | Ordinary shares | 100% |
| ICG Nordic AB | 34 | Sweden | Advisory company | Ordinary shares | 100% |
| Intermediate Capital Group Dienstleistungsgesellschaft mbH | 9 | Germany | Service company | Ordinary shares | 100% |
| Intermediate Capital Group Benelux B.V. | 30 | Netherlands | Advisory company | Ordinary shares | 100% |
| Intermediate Capital Group Inc. | 17 | United States | Advisory company | Ordinary shares | 100% |
| Intermediate Capital GP 2003 Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital GP 2003 No.1 Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital Asia Pacific Mezzanine 2005 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital Asia Pacific Mezzanine Opportunity 2005 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital Asia Pacific 2008 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Europe Fund V GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital Group Beratungsgesellschaft GmbH | 9 | Germany | Advisory company | Ordinary shares | 100% |
| Intermediate Capital Group (Singapore) Pte. Limited | 32 | Singapore | Advisory company | Ordinary shares | 100% |
| ICG North America Associates LLC | 17 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Japan KK | 14 | Japan | Advisory company | Ordinary shares | 100% |
| ICG Asia Pacific Fund III GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Alternative Credit (Luxembourg) GP S.A. | 25 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Alternative Credit (Cayman) GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100% |
| ICG Senior Debt Partners | 28 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Secondaries Carbon Associates LLC | 17 | Delaware | General Partner | Ordinary shares | 100% |
| ICG European Fund 2006 B GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Europe Fund VI GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Total Credit (Global) GP, S.à r.l. | 24 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG EFV MLP Limited | 18 | Jersey | General Partner | Ordinary shares | 100% |
| ICG-Longbow IV GP S.à r.l. | 20 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Europe Fund VI Lux GP S.à r.l. | 20 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Centre Street Partnership GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100% |
| Intermediate Capital Group Polska Sp. z.o.o | 31 | Poland | Service company | Ordinary shares | 100% |
| ICG Recovery Fund 2008 B GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Europe Fund VII GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG - Longbow Fund V GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Private Markets GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Europe Mid-Market Fund GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100% |
| Intermediate Capital Inc | 17 | Delaware | Dormant | Ordinary shares | 100% |
| ICG MF 2003 No.1 EGP 1 Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG MF 2003 No.1 EGP 2 Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG MF 2003 No. 3 EGP 1 Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG MF 2003 No.3 EGP 2 Limited | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG Private Credit GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100% |
| Intermediate Capital Group (Italy) S.r.l | 13 | Italy | Advisory company | Ordinary shares | 100% |
| ICG-LONGBOW SENIOR GP LLP | England & Wales | General Partner | N/A | —% | |
| ICG Alternative Credit Warehouse Fund I GP, LLC | 17 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Alternative Credit (Jersey) GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Enterprise Carry GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Senior Debt Partners Performance GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100% |
| ICG Structured Special Opportunities GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100% |
| ICG Asia Pacific Fund IV GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG European Credit Mandate GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Infrastructure Equity Fund I GP S.a.r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG LP Secondaries Fund Associates I S.a. r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG US Senior Loan Fund GP Ltd | 5 | Cayman Islands | General Partner | Ordinary shares | 100% |
| ICG Recovery Fund II GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity IV GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG North American Private Debt (Offshore) GP Limited Partnership | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Europe Fund VI GP Limited Partnership | 18 | Jersey | Limited Partner | N/A | —% |
| ICG Strategic Secondaries Carbon (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Strategic Secondaries II (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Strategic Secondaries II GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG North American Private Debt II GP LP | 17 | Delaware | Limited Partner | N/A | —% |
| ICG North American Private Debt II (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Japan Cayman Performance GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity Side Car GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Strategic Equity III (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Australian Senior Debt GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity Side Car (Onshore) GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG Europe Fund VIII GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG North American Private Equity I GP LP | 21 | Delaware | Limited Partner | N/A | —% |
| ICG Real Estate Debt VI GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Excelsior GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Life Sciences GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity Associates IV S.à r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity IV GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG RE AUSTRALIA GROUP PTY LTD | 3 | Australia | Service company | Ordinary shares | 100% |
| ICG (DIFC) Limited | 26 | United Arab Emirates | Service company | Ordinary shares | 100% |
| ICG Metropolitan GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Senior Debt Partners GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Real Estate Senior Debt V GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG SRE GP II S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Living GP S.a r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Europe Mid-Market Fund II GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Infrastructure Fund II GP S.à r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity GP V S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Fund Advisors LLC | 17 | Delaware | Advisory company | Ordinary shares | 100% |
| ICG Alternative Credit LLC | 17 | Delaware | Advisory company | Ordinary shares | 100% |
| ICG Strategic Equity Advisors LLC | 17 | Delaware | Advisory company | Ordinary shares | 100% |
| ICG Debt Administration LLC | 17 | Delaware | Service company | Ordinary shares | 100% |
| ICG Strategic Equity Associates II LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Velocity Co-Investor Associates LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Debt Advisors LLC - Manager Series | 17 | Delaware | Advisory company | Ordinary shares | 100% |
| ICG North America Associates II LLC | 17 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity Associates III LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG Augusta Associates LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG STRATEGIC EQUITY ASSOCIATES IV LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG LP Secondaries Associates I LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| ICG North America Associates III LLC | 17 | United States | General Partner | Ordinary shares | 100% |
| ICG Global Investment Jersey Limited | 18 | Jersey | Investment company | Ordinary shares | 100% |
| ICG North America Holdings Limited | 5 | Cayman Islands | Investment company | Ordinary shares | 100% |
| ICG Global Nominee Jersey Limited | 18 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG Global Nominee Jersey 2 Limited | 18 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG RE CORPORATE AUSTRALIA PTY LTD | 3 | Australia | Service company | Ordinary shares | 100% |
| ICG RE CAPITAL PARTNERS AUSTRALIA PTY LTD | 3 | Australia | Advisory company | Ordinary shares | 100% |
| ICG RE FUNDS MANAGEMENT AUSTRALIA PTY LTD | 3 | Australia | Service company | Ordinary shares | 100% |
| Intermediate Capital Managers (Australia) PTY Limited | 2 | Australia | Advisory company | Ordinary shares | 100% |
| Intermediate Capital Australia PTY Limited | 1 | Australia | Advisory company | Ordinary shares | 100% |
| ICG Alternative Investment (Netherlands) B.V. | 30 | Netherlands | Advisory company | Ordinary shares | 100% |
| ICG Asia Pacific Fund IV GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —% |
| ICG Augusta GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG NA Debt Co-Invest Limited | 15 | England & Wales | Investment company | Ordinary shares | 100% |
| ICG Debt Advisors LLC – Holdings Series | 17 | Delaware | Investment company | Ordinary shares | 100% |
| ICG EFV MLP GP LIMITED | England & Wales | General Partner | Ordinary shares | 100% | |
| ICG Europe Fund VII GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —% |
| ICG Europe Fund VIII GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG Europe Mid-Market Fund GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —% |
| ICG European Credit Mandate GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —% |
| ICG EXCELSIOR GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG Executive Financing Limited | 19 | Jersey | Service company | Ordinary shares | 100% |
| ICG Infrastructure Equity Fund I GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG Life Sciences GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —% |
| Avanton Richmond Developments Limited | 7 | England & Wales | Special purpose vehicle | Ordinary shares | 70% |
| ICG LP Secondaries I GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG Employee Benefit Trust 2015 | 11 | Guernsey | N/A | Ordinary shares | 100% |
| ICG Private Markets General Partner SCSp | 27 | Luxembourg | General Partner | N/A | —% |
| ICG Real Estate Debt VI GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —% |
| ICG Recovery Fund II GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —% |
| ICG Strategic Equity Side Car II GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| ICG Strategic Equity Side Car II (Onshore) GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG Velocity GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG Velocity Co-Investor GP LP | 16 | Delaware | Limited Partner | N/A | —% |
| ICG Velocity Co-Investor (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —% |
| Wise Living Homes Limited | 6 | England & Wales | Special purpose vehicle | Ordinary shares | 83% |
| Wise Limited Amber Langley Mill Limited | 6 | United Kingdom | Special purpose vehicle | Ordinary shares | 83% |
| ICG Longbow Development Debt Limited | England & Wales | Investment company | Ordinary shares | 100% | |
| ICG-Longbow Investment 3 LLP | England & Wales | Special purpose vehicle | N/A | —% | |
| ICG Asia Pacific Fund III GP Limited Partnership | 19 | Jersey | Limited Partner | N/A | —% |
| ICG Europe Fund V GP Limited Partnership | 18 | Jersey | Limited Partner | N/A | —% |
| ICG Europe Copenhagen, filial af ICG Europe S.à r.l. | 35 | Denmark | Branch | N/A | 100% |
| ICG Europe SARL - Frankfurt Branch | 36 | Germany | Branch | N/A | 100% |
| ICG Europe SARL - Milan Branch | 37 | Italy | Branch | N/A | 100% |
| ICG Europe SARL - Paris Branch | 38 | France | Branch | N/A | 100% |
| ICG North America Associates III S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG North American Private Debt GP LP | 17 | Delaware | Limited Partner | N/A | —% |
| ICG Real Estate Opportunities APAC GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Strategic Equity GP V LLC | 16 | Delaware | General Partner | Ordinary shares | 100% |
| Intermediate Capital Managers Limited (France Branch) | 38 | France | Branch | N/A | 100% |
| ICG Infrastructure APAC I GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| Rock Investments GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Real Estate Debt VII GP Sarl | 22 | Luxembourg | General Partner | Ordinary shares | 100% |
| ICG Seed Asset Founder LP Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG North American Private Equity Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG Real Estate E Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG Life Sciences Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100% |
| ICG North American Private Equity Associates I LLC | 21 | Delaware | General Partner | Ordinary shares | 100% |
| ICG North American Private Equity Fund I LP | 21 | Delaware | Special purpose vehicle | N/A | —% |
| ICG Life Sciences SCSp | 27 | Luxembourg | Limited Partner | N/A | —% |
| ICG Life Sciences Feeder SCSp | 27 | Luxembourg | Special purpose vehicle | N/A | —% |
| ICG Funding Lux S.à r.l. | 22 | Luxembourg | Special purpose vehicle | Ordinary shares | 100% |
| Atlanta Investment PTE. Limited | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| ICG Infrastructure APAC Fund SCSp | 22 | Luxembourg | Special purpose vehicle | N/A | —% |
| ICG Infrastructure APAC Investment PTE. Limited | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| Montero PTE Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| ICG Real Estate Opportunities APAC Fund SCSP | 22 | Luxembourg | Special purpose vehicle | N/A | —% |
| Yangju Investment PTE. LTD. | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| Montero Japan Master Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| Montero Cruise JP 1 Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| Montero Cruise JP 2 Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100% |
| Capstone Living and Stay General Private Investment Company No. 1 | 0 | South Korea | Portfolio Company | Ordinary shares | 100% |
| Capstone Living and Stay General Private Investment Company No. 2 | 0 | South Korea | Portfolio Company | Ordinary shares | 100% |
| Rifa Private Real Estate Trust No. 24 | 0 | South Korea | Portfolio Company | Ordinary shares | 100% |
27. Subsidiaries continued
| Registered offices | |
| 1 | Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia |
| 2 | Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia |
| 3 | Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia |
| 4 | 75 Fort Street, Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands |
| 5 | PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104, Cayman Islands |
| 6 | 17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales |
| 7 | Brock House, 19 Langham Street, London, England, W1W 6BP |
| 8 | 1 rue de la Paix, Paris, 75002, France |
| 9 | 12th Floor, An der Welle 5, Frankfurt, 60322, Germany |
| 10 | 9 Temasek Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore |
| 11 | c/o Zedra Trust Company (Guernsey) Limited, 3rd Floor, Cambridge House, Le Truchot, St Peter Port, GY1 1WD, Guernsey |
| 12 | Suites 1301-02, 13/F, AIA Central, 1 Connaught Road Central, Hong Kong |
| 13 | Corso Giacomo Matteotti 3, Milan, 20121, Italy |
| 14 | Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan |
| 15 | 25 Farringdon Street, London, EC4A 4AB |
| 16 | c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807, United States |
| 17 | c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States |
| 18 | IFC 1, The Esplanade, St. Helier, JE1 4BP, Jersey |
| 19 | Ogier House,44 The Esplanade, St. Helier, JE4 9WG, Jersey |
| 20 | 12E, rue Guillaume Kroll, L - 1882 Luxembourg |
| 21 | c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE, 19809, United States |
| 22 | 3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg |
| 23 | 32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg |
| 24 | 49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg |
| 25 | 5 Allée Scheffer, Luxembourg, L-2520, Luxembourg |
| 26 | Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates |
| 27 | 6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg |
| 28 | 60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg |
| 29 | 6H Route de Trèves, Senningerberg, L-2633, Luxembourg |
| 30 | Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands |
| 31 | Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland |
| 32 | 8 Marina View, #32-06. Asia Square Tower 1, 018960, Singapore |
| 33 | Serrano 30-3º, 28001 Madrid, Spain |
| 34 | David Bagares Gata 3, 111 38 Stockholm |
| 35 | Female Founders House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark |
| 36 | 12th Floor, Stockwerk, An der Welle 5, Frankfurt, 60322, Germany |
| 37 | Corso Giacomo Matteotti 3, Milan, 20121, Italy |
| 38 | 1 rue de la Paix, Paris, 75002, France |
27. Subsidiaries continued
The table below shows details of structured entities that the Group is deemed to control:
| Name of subsidiary | Country of incorporation | % of ownership interests and voting rights |
| ICG US CLO 2014-1, Ltd. | Cayman Islands | 50% |
| ICG US CLO 2014-2, Ltd. | Cayman Islands | 72% |
| ICG US CLO 2014-3, Ltd. | Cayman Islands | 51% |
| ICG US CLO 2015-1, Ltd. | Cayman Islands | 50% |
| ICG US CLO 2015-2R, Ltd. | Cayman Islands | 83% |
| ICG US CLO 2016-1, Ltd. | Cayman Islands | 63% |
| ICG US CLO 2017-1, Ltd. | Cayman Islands | 60% |
| ICG US CLO 2020-1, Ltd. | Cayman Islands | 52% |
| ICG EURO CLO 2021-1 DAC | Ireland | 67% |
| ICG EURO CLO 2023-2 DAC | Ireland | 100% |
| St. Paul's CLO II DAC | Ireland | 85% |
| St. Paul's CLO III-R DAC | Ireland | 62% |
| St. Paul's CLO VI DAC | Ireland | 53% |
| St. Paul's CLO VIII DAC | Ireland | 53% |
| St. Paul's CLO XI DAC | Ireland | 57% |
| ICG Euro CLO 2023-1 DAC | Ireland | 100% |
| ICG Enterprise Carry (1) LP | Jersey | 100% |
| ICG Enterprise Carry (2) LP | Jersey | 50% |
| ICG US Senior Loan Fund | Cayman Islands | 100% |
| ICG Total Credit (Global) SCA | Luxembourg | 100% |
| ICG Newground RE Finance Trust 1 | Australia | 100% |
The structured entities controlled by the Group include £5,089.7m (2023: £5,160.8m) of assets and £5,087.7m (2023: £5,109.2m) of liabilities within 21 funds listed above. These assets are restricted in their use to being the sole means by which the related fund liabilities can be settled. All other assets can be accessed or used to settle the other liabilities of the Group without significant restrictions.
The Group has not provided contractual or non-contractual financial or other support to a consolidated structured entity during the period. It is not the current intention to provide such support, including the intention to assist the structured entity in obtaining financial support
Subsidiary audit exemption
For the period ended 31 March 2024, the following companies were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The member(s)1 of the following companies have not required them to obtain an audit of their financial statements for the period ended 31 March 2024.
| Company | Registered number | Member(s) |
| ICG FMC Limited | 7266173 | Intermediate Capital Group plc |
| ICG Global Investment UK Limited | 7647419 | Intermediate Capital Group plc |
| ICG Japan (Funding 2) Limited | 9125779 | Intermediate Capital Group plc |
| ICG Longbow Development (Brighton) Limited | 8802752 | Intermediate Capital Group plc |
| ICG Longbow Richmond Limited | 11210259 | Intermediate Capital Group plc |
| ICG Longbow BTR Limited | 11177993 | Intermediate Capital Group plc |
| ICG Longbow Senior Debt I GP Limited | 2276839 | Intermediate Capital Group plc |
| Intermediate Capital Investments Limited | 2327070 | Intermediate Capital Group plc |
| LREC Partners Investments No. 2 Limited | 7428335 | Intermediate Capital Group plc |
| ICG Longbow Development Debt Limited | 9907841 | ICG-Longbow Development GP LLP |
| ICG IC Holdco Limited | 14542130 | Intermediate Capital Group plc |
| ICG-Longbow Development GP LLP | OC396833 | Intermediate Capital Group plc, ICG FMC Limited |
| ICG-Longbow Investment 3 LLP | OC395389 | ICG FMC Limited, Intermediate Capital Managers Limited |
| ICG-Longbow Senior GP LLP | OC427634 | Intermediate Capital Group plc, ICG FMC Limited |
1 Shareholders or Partners, as appropriate
28. Disposal groups held for sale and discontinued operations
| Accounting policy Non-current financial assets held for sale and disposal groups The Group may make an investment and hold the asset on its balance sheet prior to it being transferred into a fund or sold to third-party investors. When assets are expected to be held for a period for up to a year, these assets may be classified as held for sale. Where the investment is held through a controlled investee the investee entity is classified as a disposal group held for sale. The conditions for disposal groups held for sale are regarded as met only when the asset is available for immediate sale, the Directors are committed to the sale, and the sale is expected to be completed within one year from the date of classification. Assets within disposal groups held for sale are recognised at the lower of fair value less cost to sell and their carrying amount as required by IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, except where the asset is a financial instrument or investment property. The measurement of these assets is determined by IFRS 9 Financial Instruments and IAS 40 Investment Property respectively. The Group’s measurement of these assets is detailed in note 5. Subsidiaries within disposal groups held for sale which were acquired with a view to resale are assessed as discontinued operations. |
| Financial year ended 31 March 2024 As at 31 March 2024, management have assessed that it is no longer highly probable that the remaining assets classified as disposal groups held for sale at the prior reporting date will be disposed of in the next 12 months and therefore have ceased to classify these assets as held for sale. As at 31 March 2024 these assets are now classified either as financial assets at fair value through profit and loss in accordance with IFRS 9 (see note 5) or investment properties at fair value through profit and loss in accordance with IAS 40 (see note 18). Assets were reclassified at fair value. During the year the majority of discontinued operations were derecognised following the sale of controlling interests in the subsidiaries to third-party investors (see note 31 for details of full realisations). A loss on disposal of £9.3m was recognised in respect of a full disposal of a discontinued operation and a loss of £3.9m was recognised in respect of a partial disposal of a discontinued operation, both to third parties. The retained interests do not meet the definition of held for sale and are classified as continuing operations. Prior year profit after tax of those discontinued operations not disposed during the year is immaterial and have not been re-presented to continuing operations. |
29. Associates and joint ventures
| Accounting policy Investment in associates An associate is an entity over which the Group has significant influence, but no control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes they are designated at fair value through profit or loss. Investment in joint ventures A joint venture is a joint arrangement whereby the parties that have joint control over the arrangement have rights to the net assets of the arrangements. The results and assets and liabilities of joint ventures are incorporated in these financial statements using the equity method of accounting from the date on which the investee becomes a joint venture, except when the investment is held for venture capital purposes in which case they are designated as fair value through profit and loss. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost, and adjusted thereafter to recognise the Group’s share of the joint venture’s profit or loss. The nature of some of the activities of the Group associates and joint ventures are investment related which are seen as complementing the Group’s operations and contributing to achieving the Group’s overall strategy. The remaining associates and joint ventures are portfolio companies not involved in investment activities. |
Details of associates and joint ventures
Details of each of the Group’s associates at the end of the reporting period are as follows:
| Name of associate | Principal activity | Country of incorporation | Proportion of ownership interest/voting rights held by the Group | Income distributions received from associate | Proportion of ownership interest/voting rights held by the Group | Income distributions received from associate |
| 2024 | 2024 | 2023 | 2023 | |||
| ICG Europe Fund V Jersey Limited1 | Investment company | Jersey | 20% | 4.5 | 20% | 11 |
| ICG Europe Fund VI Jersey Limited1 | Investment company | Jersey | 17% | (3) | 17% | 24.7 |
| ICG North American Private Debt Fund2 | Investment company | United States of America | 20% | 1.1 | 20% | 5.5 |
| ICG Asia Pacific Fund III Singapore Pte. Limited3 | Investment company | Singapore | 20% | 4.1 | 20% | (1.2) |
| Ambient Enterprises LLC2 | Investment company | United States of America | 43% | — | 50% | — |
| KIK Equity Co-invest LLC2 | Investment company | United States of America | 25% | — | 25% | — |
| Seaway Topco, LP2 | Investment company | United States of America | 49% | — | —% | — |
During the year the Group’s investments in Seaway Topco, LP was assessed as associate. All associates are accounted for at fair value.
- The registered address for this entity is IFC 1 – The Esplanade, St Helier, Jersey JE1 4BP.
- The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States
- The registered address for this entity is 9 Raffles Place. #26-01. Republic Plaza, 048619, Singapore
The Group has a shareholding in each of ICG Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited, ICG North American Private Debt Fund, ICG Asia Pacific Fund III Singapore Pte. Limited and KIK Equity Co-invest LLC arising from its co-investment with a fund. The Group appoints the General Partner (GP) to each of these fund. The investors have substantive rights to remove the GP without cause. The Funds also each have an Advisory Council, nominated by the investors, whose function is to ensure that the GP is acting in the interest of investors. As the Group has a 17%–25% holding, and therefore significant influence in each entity, they have been considered as associates
The proportion of ownership interest in this Ambient Enterprises LLC has reduced in the year as a result of dilution.
29. Associates and joint ventures continued
Details of each of the Group’s joint ventures at the end of the reporting period are as follows:
| Name of joint venture | Accounting method | Principal activity | Country of incorporation | Proportion of ownership interest held by the Group 2024 | Proportion of voting rights held by the Group 2024 |
| Nomura ICG KK | Equity | Advisory company | Japan | — % | — % |
| Brighton Marina Group Limited | Fair value | Investment company | United Kingdom | 70 % | 70 % |
Brighton Marina Group Limited is accounted for at fair value in accordance with IAS28 and IFRS9 and the Group’s accounting policy in note 5 to the financial statements.
The Group holds 70% of the ordinary shares of Brighton Marina Group Limited and the management of this entity is jointly controlled with a third party who the Group does not control and therefore the Group is unable to execute decisions without the consent of the third party.
Summarised financial information for equity accounted joint ventures
During the year the Group disposed of its interest in ICG Nomura KK. Nomura ICG KK made no profit from continuing operations and total comprehensive income for the year ended 31 March 2024 (2023: £8.8m), of which the Group’s share of results accounted for using the equity method is (£0.4m) for the year ended 31 March 2024 (2023: £4.4m).
Significant restriction
There are no significant restrictions on the ability of associates and joint ventures to transfer funds to the Group other than having sufficient distributable reserves.
Summarised financial information for associates material to the reporting entity
The Group’s only material associate is ICG Europe Fund VI Jersey Limited which is an associate measured at fair value through profit and loss. The information below is derived from the IFRS financial statements of the entities. Materiality has been determined by the carrying value of the associate as a percentage of total Group assets.
The entity allows the Group to co-invest with ICG Europe Fund VI, aligning interests with other investors. In addition to the returns on its co-investment the Group receives performance-related fee income from the funds (see note 3). This is industry standard and is in line with other funds in the industry.
| ICG Fund VI Jersey Limited | ||
| 2024 | 2023 | |
| £m | £m | |
| Current assets | 0.6 | 8.1 |
| Non-current assets | 975.4 | 1,023.9 |
| Current liabilities | — | (55.8) |
| 976.0 | 976.2 | |
| Revenue | 185.0 | 47.3 |
| Expenses | (0.2) | (24.1) |
| Total comprehensive income | 184.8 | 23.2 |
30. Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. The Group has determined that it has an interest in a structured entity where the Group holds an investment, loan, fee receivable or commitment with an investment fund or CLO. Where the Group does not hold an investment in the structured entity, management has determined that the characteristics of control, in accordance with IFRS 10, are not met.
The Group, as fund manager, acts in accordance with the pre-defined parameters set out in various agreements. The decision-making authority of the Group and the rights of third parties are documented. These agreements include management fees that are commensurate with the services provided and performance fee arrangements that are industry standard. As such, the Group is acting as agent on behalf of these investors and therefore these entities are not consolidated into the Group’s results. Consolidated structured entities are detailed in note 27.
At 31 March 2024, the Group’s interest in and exposure to unconsolidated structured entities including outstanding management and performance fees are detailed in the table below, and recognised within financial assets at FVTPL and trade and other receivables in the statement of financial position:
| 2024 | ||||||
| Funds | Investment in Fund | Management fees receivable | Management fee rates | Performance fees receivable | Performance fee rates | Maximum exposure to loss |
| £m | £m | % | £m | % | £m | |
| CLOs | 295.9 | 4.2 | 0.19% to 0.50% | — | 0.05% to 0.20% | 300.1 |
| Credit Funds | 22.1 | 9.3 | 0.29% to 1.50% | 13.0 | 20% of returns in excess of 0% for Alternative Credit Fund only | 44.4 |
| Corporate Investment Funds | 1,402.7 | 61.6 | 0.43% to 1.50% | 66.4 | 20%–25% of total performance fee of 10%–20% of profit over the threshold | 1,530.7 |
| Real Asset Funds | 401.6 | 17.7 | 0.30% to 1.24% | — | 20% of total performance fee of 15%–20% of profit over the threshold | 419.3 |
| Secondaries Funds | 455.8 | 38.5 | 0.75% to 1.37% | 4.3 | 20% of total performance fee of 12.5%–20% of profit over the threshold | 498.6 |
| Total | 2,578.1 | 131.3 | 83.7 | 2,793.1 | ||
| 2023 | ||||||
| Funds | Investment in Fund | Management fees receivable | Management fee rates | Performance fees receivable | Performance fee rates | Maximum exposure to loss |
| £m | £m | % | £m | % | £m | |
| CLOs | 298.3 | 4.1 | 0.19% to 0.50% | — | 0.05% to 0.20% | 302.4 |
| Credit Funds | 65.9 | 8.6 | 0.29% to 1.50% | (0.3) | 20% of returns in excess of 0% for Alternative Credit Fund only | 74.2 |
| Corporate Investment Funds | 1,341.5 | 55.9 | 0.43% to 1.50% | 37.6 | 20%–25% of total performance fee of 20% of profit over the threshold | 1,435.0 |
| Real Asset Funds | 288.5 | 12.0 | 0.30% to 1.24% | — | 20% of returns in excess of 9% IRR | 300.5 |
| Secondaries Funds | 441.1 | 20.2 | 0.75% to 1.37% | 0.2 | 10%–20% of total performance fee of 8%–20% of profit over the threshold | 461.5 |
| Total | 2,435.3 | 100.8 | 37.5 | 2,573.6 | ||
The Group’s maximum exposure to loss is equal to the value of any investments held and unpaid management fees and performance fees.
The Group has not provided non-contractual financial or other support to the unconsolidated structured entities during the year. It is not the current intention to provide such support, including the intention to assist the structured entity in obtaining financial support.
31. Net cash flows from operating activities
| Accounting policy Cash flows arising from the acquisition and disposal of assets to seed new investment strategies are classified as operating, as this activity is undertaken to establish new sources of fund management fee income, growing the operating activities of the Group. |
| Year ended 31 March 2024 Group | Year ended 31 March 2023 Group | |
| £m | £m | |
| Profit before tax from continuing operations | 530.8 | 251.0 |
| Adjustments for non-cash items: | ||
| Fee and other operating income | (554.8) | (483.6) |
| Net investment returns | (405.3) | (172.5) |
| Interest income | (21.6) | (15.5) |
| Net fair value (gain)/loss on derivatives | (22.8) | 34.9 |
| Impact of movement in foreign exchange rates | 33.3 | (17.8) |
| Interest expense | 49.5 | 64.6 |
| Depreciation, amortisation and impairment of property, plant, equipment and intangible assets | 18.0 | 18.2 |
| Share-based payment expense | 43.9 | 39.5 |
| Change in disposal groups held for sale | — | (8.8) |
| Working capital changes: | ||
| Increase in trade and other receivables | (88.7) | (12.0) |
| Decrease in trade and other payables | (17.7) | (196.9) |
| (435.4) | (498.9) | |
| Proceeds from sale of current financial assets and disposal groups held for sale | 319.2 | 45.5 |
| Purchase of current financial assets and disposal groups held for sale | (312.1) | (211.9) |
| Purchase of investments | (1,729.7) | (1,374.6) |
| Proceeds from sales and maturities of investments | 2,233.1 | 1,721.8 |
| Issuance of CLO notes1 | — | 0.4 |
| Redemption of CLO notes1 | (389.1) | (45.6) |
| Interest received2 | 447.2 | 322.6 |
| Dividends received2 | 47.0 | 40.2 |
| Fee and other operating income received | 496.4 | 587.9 |
| Interest paid | (379.5) | (263.4) |
| Cash flows generated from operations | 297.1 | 324.0 |
| Taxes paid | (41.2) | (32.4) |
| Net cash flows from operating activities | 255.9 | 291.6 |
- The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes, previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.
- The prior period has been re-presented to separately disclose Interest received and Dividends received, previously disclosed as “Interest and dividend income received”.
Included within Proceeds from sale of current financial assets and disposal groups held for sale is i) cash consideration received of £240.0m in respect of the disposals of the Group's real estate seed investments in Metropolitan SCSp and Metropolitan 2 SCSp resulting in a loss of control by the Group in those entities. Immediately prior to the disposal the net asset value of these interests was £247.1m, predominantly comprised of investment property; ii) cash consideration received of £26.9m in respect of the disposal of the Group’s interest in an LP Secondaries transaction, resulting in a loss of control by the Group in that entity. Immediately prior to the disposal the net asset value of this interest was £26.6m, comprised of interests in private equity funds; and iii) cash consideration of £1.7m and non-cash consideration of £15.2m in respect of the partial disposal of the Group's seed investment in Seaway Topco LP resulting in a loss of control by the Group. Immediately prior to the disposal the net asset value of this interest was £40.1m, predominantly comprised of goodwill (see note 28).
Purchase of current financial assets and disposal groups held for sale includes £123.1m (FY23: £56.4m) of financial assets and £169.5m (FY23: £100.6m) of investment property held by controlled subsidiaries.
32. Contingent liabilities
The Parent Company and its subsidiaries may be party to legal claims arising in the course of business. The Directors do not anticipate that the outcome of any such potential proceedings and claims will have a material adverse effect on the Group’s financial position and at present there are no such claims where their financial impact can be reasonably estimated. The Parent Company and its subsidiaries may be able to recover any monies paid out in settlement of claims from third parties. There are no other material contingent liabilities.
33. Post balance sheet events
There have been no material events since the balance sheet date.
Other information
Outstanding debt facilities
| Currency | Drawn £m | Undrawn £m | Total £m | Interest rate | Maturity | |
| ESG-linked RCF | GBP | — | 550.0 | 550.0 | SONIA +1.375% | January-26 |
| Eurobond 2020 | EUR | 427.0 | — | 427.0 | 1.60% | February-27 |
| ESG Linked Bond | EUR | 427.0 | — | 427.0 | 2.50% | January-30 |
| Total bonds | 854.0 | — | 854.0 | |||
| PP 2015 – Class C | USD | 63.0 | — | 63.0 | 5.20% | May-25 |
| PP 2015 – Class F | EUR | 38.0 | — | 38.0 | 3.40% | May-25 |
| Private Placement 2015 | 101.0 | — | 101.0 | |||
| PP 2016 – Class B | USD | 90.0 | — | 90.0 | 4.70% | September-24 |
| PP 2016 – Class C | USD | 43.0 | — | 43.0 | 5.00% | September-26 |
| PP 2016 – Class E | EUR | 19.0 | — | 19.0 | 3.00% | January-27 |
| PP 2016 – Class F | EUR | 26.0 | — | 26.0 | 2.70% | January-25 |
| Private Placement 2016 | 178.0 | — | 178.0 | |||
| PP 2019 – Class A | USD | 99.0 | — | 99.0 | 4.80% | April-24 |
| PP 2019 – Class B | USD | 79.0 | — | 79.0 | 5.00% | March-26 |
| PP 2019 – Class C | USD | 99.0 | — | 99.0 | 5.40% | March-29 |
| PP 2019 – Class D | EUR | 38.0 | — | 38.0 | 2.00% | April-24 |
| Private Placement 2019 | 315.0 | — | 315.0 | |||
| Total Private Placements | 594.0 | — | 594.0 | |||
| Total | 1,448.0 | 550.0 | 1,998.0 |
Glossary
Non-IFRS alternative performance measures (APM) are defined below:
| Term | Short Form | Definition | |||||
| APM cash | Total cash excluding balances within consolidated structured entities. | ||||||
| APM earnings per share | EPS | APM profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15. | |||||
| APM Group profit before tax | Group profit before tax adjusted for the impact of the consolidated structured entities (see note 4). As at 31 March, this is calculated as follows: | ||||||
| 2024 | 2023 | ||||||
| Profit before tax | £530.80 | £251.0m | |||||
| Plus/Less consolidated structured entities | £67.0m | £7.1m | |||||
| APM Group profit/(loss) before tax | £597.8m | £258.1m | |||||
| Assets under management | AUM | Value of all funds and assets managed by the Group. AUM is calculated by adding third-party AUM and the value of the Balance Sheet Investment Portfolio. | |||||
| 2024 | 2023 | ||||||
| Third Party AUM | $94.5bn | $77.0bn | |||||
| Balance Sheet Investment Portfolio | $3.9bn | $3.2bn | |||||
| Total AUM | $98.4bn | $80.2bn | |||||
| Available cash | Total available cash comprises APM cash less regulatory liquidity requirements. | ||||||
| 2024 | 2023 | ||||||
| APM cash | £627.4m | £550.0m | |||||
| Regulatory liquidity requirement | (£53.0)m | (£44.0)m | |||||
| Available cash | £574.4m | £506.0m | |||||
| Balance sheet investment portfolio | The balance sheet investment portfolio represents financial assets from the statement of financial position, adjusted for the impact of the consolidated structured entities and excluding derivatives and other financial assets. | ||||||
| 2024 | 2023 | ||||||
| Total non current and current financial assets | Note 4 | £3,080.3m | £2,924.6m | ||||
| Derivative (assets) | (£10.3)m | (£22.6)m | |||||
| Total balance sheet investment portfolio | £3,070.0m | £2,902m | |||||
| Cash profit | PICP | Cash profit is defined as internally reported profit before tax and incentive schemes, adjusted for non-cash items | |||||
| 2024 | 2023 | ||||||
| APM profit before tax | £597.8m | £258.1m | |||||
| Add back incentive schemes | £171.9m | £151.8m | |||||
| Other adjustments | (£258.8)m | £121.9m | |||||
| Cash profit | £510.9m | £531.8m | |||||
| Earnings per share | EPS | Profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15. | |||||
| EBITDA | Earnings before interest, tax, depreciation and amortisation. | ||||||
| Equalisation | When new third-party clients subscribe to a closed-end fund after the first close, they pay a pre-agreed return to clients who subscribed to the fund at an earlier close. This compensates those clients for their capital being tied up for longer. This is referred to as 'equalisation' and can result in gain or loss for earlier investors compared to the latest fund valuation. | ||||||
| Group cashflows from operating activities- APM | Group cashflows from operating activities – APM is net cash flows from operating activities adjusted for interest paid | ||||||
| 2024 | 2023 | ||||||
| Group cashflows from operating activities- APM | £388.9m | £395.0m | |||||
| Interest paid | (£49.3)m | (£63.5)m | |||||
| Net cash flows from/(used in) operating activities | Note 4 | £339.6m | £331.5m | ||||
| Group cashflows from financing activities - APM | Group cashflows from financing activities – APM is net cash flows from financing activities adjusted for interest paid and the payment of principal portion of lease liabilities | ||||||
| 2024 | 2023 | ||||||
| Group cashflows from financing activities - APM | £241.6m | (£533.4)m | |||||
| Interest paid | £49.3m | £63.5m | |||||
| Payment of principal portion of lease liabilities | (£8.4)m | (£6.8)m | |||||
| Net cash flows from/(used in) financing activities | Note 4 | (£282.5)m | (£476.7)m | ||||
| Term | Short Form | Definition | |||||
| Net cash flows used in investing activities | Other operating cashflows is net cash flows from investing activities adjusted for the payment of principal portion of lease liabilities | ||||||
| 2024 | 2023 | ||||||
| Net cash flows used in investing activities | £22.0m | (£70.0)m | |||||
| Payment of principal portion of lease liabilities | (£8.4)m | (£6.8)m | |||||
| Other operating cashflows | £13.6m | (£76.8)m | |||||
| Interest expense | Interest expense excludes the cost of financing associated with the consolidated structured entities. See note 10 for a full reconciliation. | ||||||
| APM net asset value per share | NAV per share | Total equity from the statement of financial position adjusted for the impact of the consolidated structured entities divided by the closing number of ordinary shares. As at 31 March, this is calculated as follows: | |||||
| 2024 | 2023 | ||||||
| Total equity | £2,295.4m | £1,977.4m | |||||
| Closing number of ordinary shares | 286,699,346 | 285,082,287 | |||||
| Net asset value per share | 801p | 694p | |||||
| Net current assets | The total of cash, plus current financial assets, plus other current assets, less current liabilities as internally reported. This excludes the consolidated structured entities. As at 31 March, this is calculated as follows: | ||||||
| 2024 | 2023 | ||||||
| Cash | £627.4m | £550.0m | |||||
| Current financial assets | £366.6m | £282.4m | |||||
| Other current assets | £299.1m | £243.7m | |||||
| Current financial liabilities | (£268.4)m | (£79.1)m | |||||
| Other current liabilities | (£255.8)m | (£157.7)m | |||||
| Net current assets | £768.9m | £839.3m | |||||
| On an IFRS basis net current assets are as follows: | |||||||
| 2024 | 2023 | ||||||
| Cash | £990.0m | £957.5m | |||||
| Current financial assets | — | — | |||||
| Other current assets | £486.3m | £307.3m | |||||
| Disposal groups held for sale | 0 | £578.3m | |||||
| Current financial liabilities | (£259.3)m | (£64.3)m | |||||
| Other current liabilities | (£576.2)m | (£501.0)m | |||||
| Liabilities directly associated with disposal groups held for sale | 0 | (£204.0)m | |||||
| Net current assets | £640.8m | £1,073.8m | |||||
| Net financial debt | Net financial debt includes available cash whereas gearing uses gross borrowings and is therefore not impacted by movements in cash balances. Gross drawn debt less available cash of the Group, as at 31 March, is calculated as follows: | ||||||
| 2024 | 2023 | ||||||
| Total liabilities held at unamortised cost | £1447.4m | £1,536.7m | |||||
| Impact of upfront fees/unamortised discount | £0.6m | £1.3m | |||||
| Gross drawn debt (see page 86) | £1,448.0m | £1,538.0m | |||||
| Less available cash | (£574.4)m | (£506.0)m | |||||
| Net debt | £873.6m | £1,032.0m | |||||
| Net gearing | Net debt, excluding the consolidated structured entities, divided by total equity from the statement of financial position adjusted for the impact of the consolidated structured entities. As at 31 March, this is calculated as follows: | ||||||
| 2024 | 2023 | ||||||
| Net debt | £874m | £1,032m | |||||
| Shareholders’ equity | £2,295.4m | £1,977.4m | |||||
| Net gearing | 0.38x | 0.52x | |||||
| Net Investment Returns | Net Investment Returns is the total of interest income, capital gains, dividend and other income generated by the balance sheet investment portfolio less asset impairments. | ||||||
| Operating cashflow | Operating cashflow represents the cash generated from operating activities from the statement of cashflows, adjusted for the impact of the consolidated structured entities. See note 4 for a full reconciliation. | ||||||
| Operating profit margin | Fund Management Company profit before tax divided by Fund Management Company total revenue. As at 31 March this is calculated as follows: | ||||||
| 2024 | 2023 | ||||||
| Fund Management Company profit before tax | £374.4m | £310.7m | |||||
| Fund Management Company total revenue | £652.0m | £539.9m | |||||
| Operating profit margin | 57.4% | 57.5% | |||||
| Term | Short Form | Definition | |||||
| Third Party Fee Earning AUM | AUM for which the Group is paid a management fee or performance fee. Fee-earning AUM is determined by the fee basis on which the fund earns fees, either commitments or investments. | ||||||
| Total available liquidity | Total available liquidity comprises available cash and undrawn debt facilities. | ||||||
| Total fund size | Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund. | ||||||
| Weighted-average fee rate | An average fee rate across all strategies based on fee earning AUM in which the fees earned are weighted based on the relative AUM. | ||||||
Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:
| Term | Short Form | Definition | ||
| Additions (of AUM) | Within AUM: New commitments of capital by clients including recycled AUM. Within third-party fee-earning AUM: the aggregate of new commitments of capital by clients that pay fees on committed capital, and deployment of capital that charges fees on invested capital. | |||
| AIFMD | The EU Alternative Investment Fund Managers Directive. | |||
| Alternative performance measure | APM | These are non-IFRS financial measures. | ||
| CAGR | Compound Annual Growth Rate. | |||
| Catch-up fees | Fees charged to investors who commit to a fund charging fees on commitments after its first close. This has the impact of backdating their commitment thereby aligning all investors in the fund. | |||
| Client base | Client base includes all direct investment fund and liquid credit fund investors. | |||
| Closed-end fund | A fund where investor’s commitments are fixed for the duration of the fund and the fund has a defined investment period. | |||
| Co-investment | Co-invest | A direct investment made alongside or in a fund taking a pro-rata share of all instruments. | ||
| Collateralised Loan Obligation | CLO | CLO is a type of investment grade security backed by a pool of loans. | ||
| Close | A stage in fundraising whereby a fund is able to release or draw down the capital contractually committed at that date. | |||
| Default | An ‘event of default’ is defined as: A company fails to make timely payment of principal and/or interest under the contractual terms of any financial obligation by the required payment date A restructuring of the company’s obligations as a result of distressed circumstances A company enters into bankruptcy or receivership | |||
| Deal Vintage Bonus | DVB awards are a long-term employee incentive, enabling certain investment teams, excluding Executive Directors, to share in the future realised profits from certain investments within the Group's balance sheet portfolio. | |||
| Direct investment funds | Funds which invest in self-originated transactions for which there is a low volume, illiquid secondary market. | |||
| DPI | Distributed to Paid-In Capital | |||
| Employee Benefit Trust | EBT | Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards granted under the Group’s employee share schemes. | ||
| Environmental, Social and Governance | ESG | Environmental, social and governance (ESG) criteria are a set of standards for a company’s operations that socially conscious investors use to screen potential investments. | ||
| Financial Conduct Authority | FCA | Regulates conduct by both retail and wholesale financial service companies in provision of services to consumers. | ||
| Financial Reporting Council | FRC | The UK’s independent regulator responsible for promoting high quality corporate governance and reporting. | ||
| Fund | A pool of third-party capital allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates. | |||
| Fund Management Company | FMC | The Group’s fund management business, which sources and manages investments on behalf of the IC and third-party funds. | ||
| Fund level leverage | Debt facilities utilised by funds to finance assets. | |||
| Gross money on invested capital | Gross MOIC | Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested cost. | ||
| HMRC | HM Revenue & Customs, the UK tax authority. | |||
| IAS | International Accounting Standards. | |||
| IFRS | International Financial Reporting Standards as adopted by the United Kingdom. | |||
| Illiquid assets | Asset classes which are not actively traded. | |||
| Internal Rate of Return | IRR | The annualised 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 asset. | ||
| Investment Company | IC | The Investment Company invests the Group’s balance sheet to seed and accelerate emerging strategies, and invests alongside the Group's more established funds to align interests between the Group's client, employees and shareholders. It also supports a number of costs including for certain central functions, a part of the Executive Directors' compensation and the portion of the investment teams' compensation linked to the returns of the balance sheet investment portfolio. | ||
| Key Person | Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement triggers a contractual right for investors to cancel their commitments or kick-out of the Group as fund manager. | |||
| Key performance indicator | KPI | A business metric used to evaluate factors that are crucial to the success of an organisation. | ||
| Term | Short Form | Definition | ||
| Key risk indicator | KRI | A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse impact. | ||
| Liquid assets | Asset classes with an active, established market in which assets may be readily bought and sold. | |||
| LTM EBITDA | Last twelve month's earning before interest, tax, depreciation and amortisation. | |||
| Market movements | Market movements of AUM comprises revaluation of non-USD denominated funds and changes in net asset value for funds where the measurement of AUM is based on the fund net asset value. | |||
| Money multiple | MOIC or MM | Cumulative returns divided by original capital invested. | ||
| Net currency assets | Net assets excluding certain items including; trade and other receivables, trade and other payables, property plant and equipment, cash balances held by the Group’s fund management entities and current and deferred tax assets and liabilities. | |||
| Open-ended fund | A fund which remains open to new commitments and where an investor’s commitment may be redeemed with appropriate notice. | |||
| Performance fees | Carried interest or Carry | Share of profits that the fund manager is due once it has returned the cost of investment and agreed preferred return to investors. | ||
| Principles for Responsible Investment | UN PRI | The Principles for Responsible Investment is an independent association promoting responsible investment to its network in order to enhance returns and better manage risks of investments. | ||
| Realisation | The return of invested capital in the form of principal, rolled-up interest and/or capital gain. | |||
| Realisations (of AUM) | Reductions in AUM due to capital being returned to investors and/or no longer able to be called by the fund, and the reduction in AUM due to step-downs. | |||
| Recycle (of AUM) | Where the fund is able to re-invest capital that has previously been invested and then realised. This is typically only within a defined period during the fund's investment period and is generally subject to certain requirements. | |||
| Relevant investments | Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity strategy, where ICG has sufficient influence. Sufficient influence is defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat. | |||
| RCF | Revolving credit facility | |||
| Seed investments | Investments within the balance sheet investment portfolio that the Group anticipates transferring to a fund in due course, typically made where the Group is seeding new strategies in anticipation of raising a fund. | |||
| Step-down | A reduction in AUM resulting from the end of the investment period in an existing fund or when a subsequent fund starts to invest. Funds that charge fees on committed capital during the investment period will normally shift to charging fees on net invested capital post step-down. There is generally the ability to continue to call further capital from funds that have had a step-down in certain circumstances. | |||
| Separately Managed Account | SMA | Third-party capital committed by a single investor allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates. | ||
| Science-based target | SBT | A decarbonisation target independently validated by the Science Based Targets initiative (SBTi) which defines and promotes best practice in science-based target setting in line with the latest climate science. | ||
| Structured entities | Entities which are classified as investment funds, credit funds or CLOs and are deemed to be controlled by the Group, through its interests in either an investment, loan, fee receivable, guarantee or commitment. | |||
| Task Force on Climate-related Financial Disclosures | The TCFD was created by the Financial Stability Board to develop recommendations on the types of information that companies should disclose to support investors, lenders, and insurance underwriters in appropriately assessing and pricing a specific set of risks related to climate change. | |||
| Total AUM | The aggregate of the Third Party AUM and the Balance Sheet investment portfolio. | |||
| UK Corporate Governance Code | The Code | Sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. |
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