UK Markets close in 8 hrs 9 mins
  • FTSE 100

    7,004.63
    +56.64 (+0.82%)
     
  • FTSE 250

    22,107.84
    -59.30 (-0.27%)
     
  • AIM

    1,232.56
    -3.10 (-0.25%)
     
  • GBP/EUR

    1.1638
    +0.0000 (+0.00%)
     
  • GBP/USD

    1.4057
    -0.0087 (-0.6171%)
     
  • BTC-GBP

    36,369.93
    -4,513.91 (-11.04%)
     
  • CMC Crypto 200

    1,468.19
    -95.64 (-6.12%)
     
  • S&P 500

    4,063.04
    -89.06 (-2.14%)
     
  • DOW

    33,587.66
    -681.50 (-1.99%)
     
  • CRUDE OIL

    65.82
    +0.54 (+0.83%)
     
  • GOLD FUTURES

    1,819.90
    -16.20 (-0.88%)
     
  • NIKKEI 225

    28,147.51
    -461.08 (-1.61%)
     
  • HANG SENG

    28,231.04
    +217.23 (+0.78%)
     
  • DAX

    15,150.22
    +30.47 (+0.20%)
     
  • CAC 40

    6,279.35
    +11.96 (+0.19%)
     

ICG Enterprise Trust Plc: Preliminary Results for the year ended 31 January 2021

  • Oops!
    Something went wrong.
    Please try again later.
ICG Enterprise Trust Plc
·80-min read
  • Oops!
    Something went wrong.
    Please try again later.

28 April 2021
ICG Enterprise Trust plc
Preliminary Results for the year ended 31 January 2021

Excellent performance demonstrating
strength of strategy and Portfolio

Highlights

  • NAV per Share of 1,384p, NAV per Share Total Return of 22.5%1 during the year and 11.8% during the quarter

  • Excellent Portfolio performance, 12th consecutive year of double-digit Portfolio Return on a Local Currency Basis

    • Portfolio Return on a Local Currency Basis of 24.9%1

    • High Conviction Investments (51% of the Portfolio) experienced local currency returns of +48.0%

    • Ongoing Third Party Funds generated a local currency return of +22.4% (+9.0% including Fund Disposals that were undertaken to redeploy capital into more attractive opportunities)

  • Top 30 companies driving performance

    • Top 30 companies represent 52% of Portfolio value (31 January 2020: 46%)

    • Reported aggregated LTM revenue growth of 15%, demonstrating the strength of our focus on companies with defensive growth characteristics

  • Realisations at significant Uplifts to Carrying Value

    • Total Proceeds during the year of £209m

    • Realisation Proceeds of £137m, of which £86m was generated from 32 Full Exits that were executed at an average of 31%1 Uplift to Carrying Value and a 2.4x1 Multiple to Cost

    • Fund Disposals generated £72m proceeds and released £42m of Undrawn Commitments

  • Maintained investment activity throughout the year

    • £139m of Total New Investment made; 36% into High Conviction Investments

    • £95m committed to 13 Third Party Funds, including three new relationships

  • Robust balance sheet

    • £201m available liquidity (£45m of cash and £156m undrawn revolving credit facility at 31 January 2021)

  • Annual dividend of 24p

    • Final dividend of 9p, bringing total dividends for the year to 24p (an increase of 4.3% compared to FY20)

  • Momentum continues, outlook remains positive

    • In early February we fully realised our holding in Telos, which at 31 January 2021 was our second largest holding. The investment was realised at a circa 33x Multiple to Cost in line with the carrying value at 31 January 2021

    • Effective from 26 February 2021, we agreed a new four-year €200m revolving credit facility, replacing our £156m facility

    • Strong pipeline in both High Conviction Investments and Third Party Funds

Oliver Gardey, Head of Private Equity Fund Investments, ICG, commented:

“This has been an excellent year for ICG Enterprise Trust, despite the disruption caused by the COVID-19 pandemic. We have extended our record of double-digit Portfolio Return on a Local Currency Basis to 12 consecutive years. Our Portfolio performed extremely well, underlining the strength of our focused investment strategy and our differentiated approach to actively constructing and managing our Portfolio. In particular, we saw strong performance from a number of our technology and tech-enabled businesses.

“While there was a slowdown in investment activity at the onset of the COVID-19 pandemic, we continued to see strong deal flow by virtue of the access we have to ICG and other leading private equity managers. The resurgence in activity during the second half of the year also resulted in a healthy number of realisations, which occurred at significant uplifts to their carrying values.

“Our Portfolio is focused on defensive growth companies, well diversified by sector and geography, and is well positioned to capture the growth of a dynamic market environment. The strong momentum we observed in the fourth quarter of the financial year has been maintained, and I am confident that we will continue to source attractive investment opportunities.”

Comparison to prior periods

1 year

3 years

5 years

10 years

NAV per Share Total Return

+22.5%

+53.1%

+109.3%

+207.7%

Share Price Total Return

+2.8%

+27.6%

+101.8%

+290.3%

FTSE All-Share Index Total Return

-7.5%

-1.6%

+31.5%

+71.4%


Year ended
31 January 2021

Year ended
31 January 2020

Quarter ended
31 January 2021

Quarter ended
31 October 2020

Portfolio Return on a Local Currency Basis

24.9%

16.6%

17.1%

12.1%

NAV per Share

1,384.4p

1,152.1p

1,384.4p

1,243.0p

NAV per Share Total Return

22.5%

11.2%

11.8%

10.7%

Realisation Proceeds

£137m

£141m

£43m

£55m

Total New Investment

£139m

£159m

£57m

£30m

Enquiries

Analyst / Investor enquiries: +44 (0) 20 3545 2000
Oliver Gardey, Head of Private Equity Fund Investments, ICG
Colm Walsh, Managing Director, Private Equity Fund Investments, ICG
James Caddy, Investor Relations, ICG

Media:
Fiona Laffan, Global Head of Corporate Affairs, ICG: +44 (0) 20 3545 1510
Ed Gascoigne Pees, Camarco: +44 (0) 20 3757 4993

Website:
www.icg-enterprise.co.uk

About ICG Enterprise Trust

ICG Enterprise Trust is a leading listed private equity investor focused on creating long-term growth by delivering consistently strong returns through selectively investing in profitable private companies, primarily in Europe and the US.

As a listed private equity investor, our purpose is to provide shareholders with access to the attractive long-term returns generated by investing in private companies, with the added benefit of daily liquidity.

We invest in companies directly and through funds managed by ICG and other leading private equity managers who focus on creating long-term value and building sustainable growth through active management and strategic change.

We have a long track record of delivering strong returns through a flexible mandate and highly selective approach that strikes the right balance between concentration and diversification, risk and reward.

Notes

Included in this document are Alternative Performance Measures (“APMs”). APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company, and for comparing the performance of the Company to its peers and its previously reported results. The Glossary includes further details of APMs and reconciliations to IFRS measures, where appropriate.

In the Chair’s Statement, Manager’s Review and Supplementary Information, all performance figures are stated on a Total Return basis (i.e. including the effect of re-invested dividends).

ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the Manager of the Company.

Disclaimer

This report may contain forward looking statements. These statements have been made by the directors in good faith based on the information available to them up to the time of their approval of this report and should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption therefrom. The issuer has not and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted.

CHAIR’S STATEMENT


In my first year as Chair of ICG Enterprise Trust, I am pleased to report that your Company’s Portfolio has remained resilient, demonstrating strong performance despite a period of immense challenge and volatility. ICG Enterprise Trust’s Portfolio recorded its best performance in a decade with Portfolio Return on a Local Currency Basis of +24.9%. Performance was particularly strong within our High Conviction Investments, driven by a number of Direct Investments in technology and tech-enabled businesses, as well as several realisations at significant Uplifts to Carrying Value. This resulted in NAV per Share Total Return of 22.5%, with NAV per Share of 1,384p as at 31 January 2021. I am very aware that the Share Price Total Return of 2.8% for the year does not reflect this performance.

Delivering on our strategic goals

We made further progress towards our strategic goals, increasing our weighting towards High Conviction Investments and increasing our exposure to the US.

Since appointing ICG as the Manager five years ago, we have reduced the impact of cash drag on performance by becoming more fully invested without compromising the quality of the Portfolio2 and at 31 January 2021 the Portfolio represented 100% of Net Assets (31 Jan 2016: 82%).

Our High Conviction Investments represented 51% of the Portfolio at 31 January 2021 (31 Jan 2020: 41%) and have generated a local currency return of 25% p.a. over the last five years. We expect these investments to continue to enhance the strong returns generated from our Third Party Funds, which have generated a local currency return of 15% p.a. over the last five years.

We have made progress in increasing our exposure to US investments, which now represent 42% of the Portfolio (31 January 2020: 30%). The US is the largest private equity market in the world, with a deep pool of leading private equity managers who have long track records of outperformance.

The importance of investing responsibly

Responsible investing remains a key focus for our investment team which is able to leverage ICG’s considerable resources in this area to ensure that our investment programme is compatible with our wider ESG framework. The Board believes that the long-term success of the Company requires the effective management of both financial and non-financial measures, and fully endorses the increasing emphasis on responsible investment.

Board evolution

Following an external review we decided that the Board’s level of investment trust experience should be reinforced in the ongoing succession plan. Having conducted an interview process we were delighted that David Warnock agreed to join the Board. David brings extensive private equity, investment trust and listed company experience. The Board currently comprises six independent non-executive directors, with a diverse range of skills and expertise, and an equal number of men and women.

Lucinda Riches will be retiring from the Board on 21 June 2021 having served for ten years, and I would like to thank Lucinda for her contributions to ICG Enterprise Trust.

Dividend

The Board is proposing a final dividend of 9p per share. Together with the three interim dividends of 5p per share each, this will take total dividends for the year to 24p per share, representing a 4.3% increase on the prior year dividend of 23p per share and a 2.5% yield on the year-end share price. This marks the fifth consecutive year of dividend increases.

Annual General Meeting
The Annual General Meeting will be held on 21 June 2021. The Board is mindful of the ongoing travel and social gathering restrictions arising from the COVID-19 pandemic and is considering the most appropriate arrangements in the light of these. We currently envisage that the meeting will be held as a hybrid meeting with at least some shareholders able to attend in person and others by videoconference, but the arrangements (and in particular the possibility of physical attendance) remain subject to prevailing public health regulations. The Board will be formally communicating with shareholders outlining the format of the meeting separately in the Notice of Meeting. This will include details of how shareholders may register their interest in attending the AGM if this is permitted as intended.

Well placed to continue to generate value for our shareholders

ICG Enterprise Trust enters its 40th year in good health. We are encouraged by the strong performance of our Portfolio, which is a testament to our strategy and our focus on investments with defensive growth characteristics. As the world navigates its recovery from the COVID-19 pandemic, we are confident that we remain well placed to execute on our purpose of providing shareholders with access to the attractive long-term returns generated by investing in private companies, with the added benefit of daily liquidity.

Jane Tufnell
27 April 2021

MANAGER’S REVIEW

PERFORMANCE OVERVIEW

Consistently strong Portfolio performance
This has been an extraordinary year, with the COVID-19 pandemic impacting all of our lives and generating significant volatility across global economies. Against this backdrop, the strength of our business model and highly focused investment strategy has been evident. Over the year the Portfolio generated a +24.9% Portfolio Return on a Local Currency Basis. This represents the 12th consecutive year of double-digit portfolio growth.

We aim to deliver attractive risk-adjusted returns by executing consistently on our focused and differentiated investment strategy. We focus on buyouts in developed markets, targeting mid-market and larger deals. We look for businesses that are profitable, cash generative and with strong defensive growth characteristics. We find these characteristics in a range of sectors and invest in these businesses directly, through ICG managed funds and through third party private equity managers. When combined, we believe this results in a well-balanced portfolio that will generate consistently strong growth.

High Conviction Investments are those where ICG has actively selected the underlying companies. High Conviction Investments experienced particularly strong local currency returns of +48.0% for the year and represented £481m (51%) of the Portfolio value at 31 January 2021. Key contributors to the strength of performance were from technology and tech-enabled businesses, including Chewy whose share price increased by 284% during the year (which we hold through our investment in PetSmart and our Commitment to BC Partners IX) and Telos (a global provider of cyber, cloud and enterprise security services). Telos listed in November at $17 per share, with the share price increasing by 108% by 31 January 2021.

Our ongoing Third Party Funds delivered local currency returns of +22.4% and represented £468m (49%) of Portfolio value at 31 January 2021. Within our Third Party Funds, we also executed a number of Fund Disposals, including some at discounts to their carrying value, in order to rebalance the Portfolio, release Commitments and expand investment capacity for Deployment into more attractive opportunities in line with our ongoing strategy. Including Fund Disposals, our Third Party Funds delivered local currency returns of +9.0%. Key contributors to the performance of our Third Party Funds include Leaf Home Solutions and Allegro. Leaf Home Solutions is a branded direct-to-consumer company in the US that provides guttering protection and other home safety solutions. Allegro, an online marketplace, listed on the Warsaw stock exchange during the financial year.

Our Third Party Funds also play an important strategic role by providing direct investment opportunities. New Direct Investments made during the financial year that were sourced through our Third Party Fund relationships were Visma (alongside Hg Capital) and AML RightSource (alongside Gridiron Capital).

Realisation activity has continued to support Portfolio performance during the year, with an average Uplift to Carrying Value on realisation of 31%.

Year ended

Year ended

Movement in the Portfolio

31 Jan

31 Jan

£m

2021

2020

Opening Portfolio*

806.4

694.8

Total New Investments

139.2

158.6

Total Proceeds

(209.2)

(148.8)

Net cash (inflow)/outflow

(70.0)

9.8

Underlying Valuation Movement**

200.6

115.4

Currency movement

12.2

(13.6)

Closing Portfolio*

949.2

806.4

% underlying Portfolio growth (local currency)

24.9%

16.6%

% currency movement

1.5%

(2.0%)

% underlying Portfolio growth (Sterling)

26.4%

14.6%

* Refer to the Glossary for reconciliation to the Portfolio balance presented in the unaudited results.

** 95% of the Portfolio is valued using 31 December 2020 (or later) valuations (31 Jan 20: 95%).

Portfolio overview

High Conviction Investments underpinned by investments in leading Third Party Funds

Our strategy is focused on investing in mid-cap and larger companies that have leading market positions, strong management teams and attractive defensive growth characteristics. We believe they will generate the most consistently strong returns through the cycle. Our Portfolio combines investments managed by ICG and those managed by third parties, in both cases directly and through funds.

High Conviction Investments represented 51% of the Portfolio value (31 Jan 2020: 41%) and we anticipate these investments will represent 50% - 60% of the Portfolio in the medium term.

Our High Conviction Investments, which include 23 of our Top 30 companies, allow us to proactively increase exposure to companies that benefit from long-term structural trends and therefore have the ability to grow even in less benign economic environments. We are able to enhance returns and increase visibility on underlying performance drivers, and we mitigate the more concentrated risk through a highly selective approach and a focus on defensive growth companies. Over the last five years, this element of the Portfolio has generated a local currency return of 25% p.a.

Third Party Funds represent 49% of total Portfolio value and were valued at £468m (31 Jan 2020: £477m). This element of the Portfolio provides a base of strong diversified returns as well as deal flow for direct and secondary investments. The underlying funds are focused on mid-market and large-cap European and US private equity managers. Over the last five years this element of the Portfolio has generated a local currency return of 15% p.a.

31 January
2021

31 January
2021

31 January
2020

Investment category

£m

% of Portfolio

% of Portfolio

ICG managed investments

221

23

22

Third party Direct Investments

197

21

14

Third party Secondary Investments

63

7

5

High Conviction Investments

481

51

41

Third Party Funds

468

49

59

Total

949

100

100

Top 30 companies report another period of double-digit revenue and earnings growth

Our largest 30 underlying companies (“Top 30 companies”) represent 52% of the Portfolio by value. They performed well, underpinned by strong operational performance, and reported LTM revenue growth of 15%.

Of the Top 30 companies, EBITDA is a relevant metric for 263, which in aggregate represent 35% of the Portfolio by value. These companies reported LTM revenue and EBITDA growth of 12% and 14% respectively. Their Enterprise Value / EBITDA multiples were 14.0x and the Net Debt/EBITDA ratio was 4.3x. Our Top 30 companies are heavily weighted towards developed private equity markets. 48% of the Top 30 by Portfolio value is invested in the US, 25% in Europe and 21% in the UK. The Top 30 is diversified by sector, with a bias towards companies with strong defensive growth characteristics.

Within our Top 30 companies, three companies listed during the financial year (Telos, Allegro, and Dr. Martens). All three enjoyed strong performance during the financial year. In addition, we have exposure to Chewy (which is also quoted) through our investment in PetSmart, whose share price also performed very strongly during the financial year. The carrying value of these companies increased significantly during the financial year and combined they contributed £125m to the growth of the Portfolio, gross of underlying managers’ fees and Carried Interest.

REALISATION ACTIVITY

Realisations at significant Uplifts to Carrying Value and cost

Despite the slowdown in realisation activity during the first half of the financial year, Total Proceeds for the full year amounted to £209m. This was comprised of £137m generated from the realisation of individual companies (either held directly or through funds) and £72m of proceeds from Fund Disposals.

32 Full Exits completed in the year and realised £86m of proceeds. These realisations were completed at an average of 31% Uplift to Carrying Value and an average Multiple to Cost of 2.4x. This is consistent with our recent historical performance: over the last five years Full Exits have averaged 35% Uplift to Carrying Value and a Multiple to Cost of 2.4x. A further £51m of proceeds were received from partial exits.

Four of our Top 30 companies at the beginning of the financial year were fully realised during the financial year. The largest exit was Roompot, which was sold by PAI Partners to funds advised by KKR. Roompot operates and develops holiday parks in Northern Europe. It was sold at a significant Uplift to Carrying Value of the Company’s holding in the business. The success of the realisation, agreed at a time of extreme economic uncertainty, highlights the benefit of investing in companies with strong defensive growth characteristics and market leading positions. Our second largest underlying company at the start of the year, City & County Healthcare Group, was fully realised by Graphite Capital. Other notable realisations included the exit of the French vinyl floor manufacturer Gerflor (12th largest underlying company at the start of the year), and sales by the underlying managers of the listed investments in Ceridian and TeamViewer.

We also demonstrated our active approach to managing the Portfolio by executing a number of Fund Disposals, generating £72m of proceeds and releasing £42m of Undrawn Commitments. A number of these were undertaken strategically at discounts to their carrying value in order to rebalance the Portfolio, release Commitments and expand investment capacity for Deployment into more attractive opportunities in line with our ongoing strategy. We worked alongside the previous Manager of the Company (Graphite Capital) to facilitate the most significant fund disposal in the period, being the partial disposal of our sizeable holding in Graphite VIII, a fund focused on small to mid-sized UK buyouts.

NEW INVESTMENT ACTIVITY

Healthy investment activity despite disrupted first half

Whilst there was a slowdown in investment activity in the first half of the year at the onset of the COVID-19 pandemic, we continued to source attractive investment opportunities and maintained a healthy level of investment activity for the year, deploying capital into both High Conviction Investments and Third Party Funds. In total we invested £139m, of which £90m was in Third Party Funds and £49m (36%) was in High Conviction Investments.

Our Third Party Funds generated over 20 direct investment opportunities. Of these 20, we completed three new Direct Investments in the year for a total of £16m. These new investments were made in:

Company

Manager

Company sector / description

ICG Enterprise Trust investment during the year

Visma

Hg

Provider of business management software and outsourcing services

£4m

AML RightSource

Gridiron

Provider of compliance and regulatory services and solutions

£6m

Curium Pharma

ICG Strategic Equity

Supplier of nuclear medicine diagnostic pharmaceuticals

£6m

The remaining £33m of High Conviction Investments made in the year were through ICG funds (£22m), Secondary Investments (£9m) and add-on investments for existing Direct Investments (£2m).

13 new fund Commitments to both existing and new manager relationships

We continued to commit selectively to top-tier managers who are aligned with our long-term strategic objectives and have an investment approach that complements our defensive growth focus. We completed 13 new Third Party Fund Commitments in the year totalling £95m. Three of these Commitments were to managers with whom we have not invested before, demonstrating our ability to source and execute new opportunities to work with top tier managers. The managers we back tend to raise funds which are often oversubscribed and therefore difficult to access for new investors.

We made the following Commitments to funds with investment mandates:

Fund

Focus

ICG Enterprise Trust Commitment during the year

Apax X

Global buyouts in the technology & telecoms, services, healthcare, and consumer sectors

€10m (£9m)

Bain Capital Tech Opportunities

Mid-market buyouts and late stage growth capital in technology and technology-enabled businesses in North America

$5m (£4m)

Bain XIII

Large buyouts in North America

$10m (£8m)

Charlesbank X

Mid-market buyouts in North America

$10m (£7m)

Clayton, Dubilier & Rice XI

Mid-market and large buyouts in North America

$10m (£7m)

CVC VIII

Large buyouts in Europe

€15m (£14m)

FSN Capital VI

Mid-market buyouts in Northern Europe

€10m (£9m)

Gridiron IV

Mid-market buyouts in the US

$3m (£2m)
Top-up to existing Commitment

Hg Genesis 9 and Hg Saturn 2

Northern European software and services

£9m

Leeds VII

Mid-market buyouts in North America

$10m (£7m)

New Mountain VI

Mid-market buyouts in North America

$14m (£10m)

PAI Mid-market

Lower mid-market buyouts in Europe

€10m (£9m)


PORTFOLIO ANALYSIS AT 31 JANUARY 2021

We have exposure to over 600 underlying companies, of which the Top 30 contribute 52% of the Portfolio value and 198 companies represent 90% of the Portfolio value. The Portfolio is broadly diversified by sector and geography. This strikes an appropriate balance between concentration, so that Direct Investments can meaningfully impact performance, and diversification, so that we are not overly exposed to the risks of individual portfolio companies or sectors.

Focus on mid-market and large companies

The Portfolio is weighted towards the mid-market (34%) and large deals (56%), which we view as more defensive than smaller deal sizes, benefiting from stronger management teams and often market leading positions.

Focus on developed markets

The Portfolio is focused on developed private equity markets, invested across the US (42%), continental Europe (32%) and the UK (19%). In line with one of our strategic objectives, our weighting to the US has increased from 14% at the time of moving to ICG in 2016. Over the same period, the UK weighting has reduced from 45%.

Focus on sectors with defensive growth characteristics
The Portfolio is well diversified and weighted towards sectors with defensive growth characteristics. Technology (19%), Healthcare (18%), Business Services (13%) and Education (6%) make up 56% of the Portfolio and are particularly attractive sectors. Within our exposure to the Consumer and Industrial sectors (25% and 7% respectively), we have a bias to companies with more defensive business models, non-cyclical growth drivers and high recurring revenue streams. We have low exposure to the Leisure (5%) and Financials (5%) sectors.

Quoted Companies
We do not invest in publicly quoted companies but gain listed investment exposure when IPOs are used to exit an investment. In these cases, exit timing typically lies with the third party manager we have invested alongside. We therefore have exposure to listed businesses within our Portfolio.

At 31 January 2021, we had 45 investments in quoted companies, representing 20.4% of the Portfolio value compared to 5.4% at 31 January 2020. The increase is due to the significant appreciation of Chewy’s share price during the year and the IPO of a number of sizeable portfolio companies.

At 31 January 2021, quoted companies accounted for 20.4% of our Portfolio, and there were five investments that each accounted for 0.5% or more of the Portfolio value:

Company

Ticker

% value of Portfolio

1

* Chewy (part of PetSmart)

CHWY-US

9.6%

2

** Telos

TLS-US

4.6%

3

** Allegro

ALE-PL

1.4%

4

** Dr. Martens

DOCS-GB

0.6%

5

** Integer

INPST-NL

0.5%

Other

3.7%

Total

20.4%

* % value of Portfolio includes entire holding of PetSmart and Chewy. Majority of value is within Chewy
** Company listed during the financial year

Since 31 January 2021, we have realised our entire holding in Telos in line with the carrying value at 31 January 2021. As at 31 March 2021, Chewy’s share price had declined by 17% since 31 January 2021; Allegro’s share price had declined by 24%; and Dr. Martens’ had increased by 3%.

Balance sheet and financing

Our liquidity position is robust, with the Portfolio having generated a net cash inflow of £70m during the year and a year-end cash balance of £45m (31 January 2020: £14m). We had total available liquidity of £201m, comprising £45m cash and £156m undrawn revolving credit facility. In March 2020, we drew down £40m from our bank facility as a precautionary measure at the onset of the COVID-19 pandemic. This was repaid in full in the first half of the year.

At 31 January 2021 the Portfolio represented 100% of net assets (31 January 2020: 102%).

£m

31 Jan 2021

31 Jan 2020

Portfolio*

949

806

Cash

45

14

Other Net Liabilities*

(42)

(26)

Net assets

952

794

* Refer to the Glossary for reconciliation to the Portfolio balance presented in the preliminary results and definition and calculation of Other Net Liabilities.

At 31 January 2021, we had Undrawn Commitments of £418m (31 January 2020: £459m) of which 19% (£77m) were to funds outside of their Investment Period.

£m

31 Jan 2021

31 Jan 2020

Outstanding Commitments – funds in Investment Period

341

377

Outstanding Commitments – funds outside Investment Period

77

82

Total outstanding Commitments

418

459

Total available liquidity (including facility)

(201)

(162)

Overcommitment (including facility)

217

297

Overcommitment % of net asset value

23%

37%

Our objective is to be fully invested through the cycle, while ensuring that we have sufficient liquidity to be able to take advantage of attractive investment opportunities as they arise. We do not intend to be geared other than for short-term working capital purposes. Outstanding Commitments tend to be drawn down over a four to six-year period with approximately 10%–15% retained at the end of the Investment Period to fund follow-on investments and expenses. If outstanding Commitments were to follow a linear drawdown rate to the end of their respective remaining Investment Periods, approximately £84m would be called over the next 12 months.

ACTIVITY SINCE THE YEAR END (FOR THE PERIOD TO 31 MARCH 2021)

  • Total Proceeds of £97m

    • Realisation Proceeds of £88m

    • In early February we fully realised our holding in Telos, which at 31 January 2021 was our second largest holding. The investment was realised at a circa 33x Multiple to Cost, generating net cash proceeds of circa £40m. The realisation was executed in line with the carrying value at 31 January 2021

    • Other notable realisations since the year end included Thomas H Lee’s realisation of System One and Graphite Capital’s sale of Cognito

    • Fund Disposals of £9m

  • Deployment

    • Invested £20m, all Drawdowns of existing third party fund Commitments

  • New fund Commitments totalling £49m, including £20m to Third Party Funds

    • ICG Strategic Equity IV, focused on global sponsor-led liquidity transactions with established private equity managers: $40m (£29m)

    • Resolute V, focused on mid-market buyouts in the US: $15m (£11m)

    • Bregal III, focused on mid-market buyouts in the DACH region: €10m (£9m)

  • Bank facility

    • Entered into a new €200m (£177m) four-year revolving credit facility to replace our existing €176m (£156m) facility

OUTLOOK

We are pleased with the performance of our Portfolio during this turbulent financial year which we believe further demonstrates the benefits of our approach to active portfolio construction and management. ICG Enterprise Trust has a well-diversified Portfolio, investing in companies with strong defensive growth characteristics and weighted towards more resilient sectors. By investing with leading managers in the US and Europe that focus on mid-market and larger buyouts, we are well positioned to continue to generate attractive risk adjusted returns.

We believe the private equity model is especially well suited to deliver long-term value creation. Our differentiated approach, combining High Conviction Investments with Third Party Funds, provides a unique exposure to private companies. We have continued to see strong momentum across our business since the year end. The Portfolio continues to generate strong realisations and we have continued our programme of committing to some of the world’s best private equity managers. Our partnership with these managers is cultivating a constantly evolving pipeline of exciting direct investment opportunities. We are confident that we are well placed to take advantage of attractive opportunities as they arise and to continue to generate long-term shareholder value.

ICG Private Equity Funds Investment Team
27 April 2021

Supplementary information (unaudited)

This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions).

Top 30 companies
The table below presents the 30 companies in which ICG Enterprise had the largest investments by value at 31 January 2021. These investments may be held directly or through funds, or in some cases through both routes. The valuations are gross of underlying managers fees and Carried Interest and are shown as a percentage of the total investment Portfolio.

Company

Manager

Year of investment

Country

Value as a % of Portfolio

1

PetSmart+^

Retailer of pet products and services

BC Partners

2015

United States

9.6%

2

Telos+

Provider of information technology and cybersecurity

Direct shareholding

1998

United States

4.6%

3

DomusVi+

Operator of retirement homes

ICG

2017

France

3.9%

4

Minimax+

Supplier of fire protection systems and services

ICG

2018

Germany

2.9%

5

Leaf Home Solutions

Provider of gutter protection solutions

Gridiron Capital

2016

United States

2.6%

6

Visma+

Provider of business management software and outsourcing services

ICG / HgCapital

2017 / 2020

Norway

2.2%

7

DOC Generici+

Manufacturer of generic pharmaceutical products

ICG

2019

Italy

2.1%

8

Yudo+

Manufacturer of components for injection moulding

ICG

2017

Hong Kong

1.9%

9

IRI+

Provider of mission-critical data and predictive analytics to consumer goods manufacturers

New Mountain Capital

2018

United States

1.8%

10

Supporting Education Group+^

Provider of temporary staff for the education sector

ICG

2014

United Kingdom

1.7%

11

Froneri+^

Manufacturer and distributor of ice cream products

PAI Partners

2019

United Kingdom

1.7%

12

Berlin Packaging+

Provider of global packaging services and supplies

Oak Hill Capital

2018

United States

1.5%

13

Allegro

Operator of an online marketplace and price comparison website

Cinven / Permira Advisers

2017

Poland

1.4%

14

Endeavor Schools+

Provider of paid private schooling

Leeds Equity Partners

2018

United States

1.4%

15

System One+

Provider of specialty workforce solutions

Thomas H. Lee Partners

2016

United States

1.3%


Company

Manager

Year of investment

Country

Value as a % of Portfolio

16

U-POL^

Manufacturer and distributor of automotive refinishing products

Graphite Capital

2010

United Kingdom

1.2%

17

Cognito+^

Supplier of communications equipment, software and services

Graphite Capital

2002 / 2014

United Kingdom

1.1%

18

PSB Academy+

Provider of private tertiary education

ICG

2018

Singapore

1.1%

19

Curium Pharma+

Supplier of nuclear medicine diagnostic pharmaceuticals

ICG

2020

United Kingdom

0.9%

20

VitalSmarts+

Provider of corporate training courses focused on communication skills and leadership development

Leeds Equity Partners

2019

United States

0.8%

21

David Lloyd Leisure+

Operator of premium health clubs

TDR Capital

2013

United Kingdom

0.8%

22

AML RightSource+

Provider of compliance and regulatory services and solutions

Gridiron Capital

2020

United States

0.7%

23

Compass Community

Provider of fostering services and children residential care

Graphite Capital

2017

United Kingdom

0.7%

24

EG Group

Operator of petrol station forecourts

TDR Capital

2014

United Kingdom

0.6%

25

Dr. Martens

Global footwear brand

Permira Advisers

2014

United Kingdom

0.6%

26

RegEd+

Provider of SaaS-based governance, risk and compliance enterprise software solutions

Gryphon Investors

2018

United States

0.6%

27

nGAGE

Provider of recruitment services

Graphite Capital

2014

United Kingdom

0.6%

28

IRIS Accountancy Solutions

Provider of business critical software and services for the accountancy and payroll sectors

ICG

2018

United Kingdom

0.5%

29

Springer^

Publisher of professional and academic media

BC Partners

2013

Germany

0.5%

30

YSC Consulting

Provider of leadership consulting and management assessment services

Graphite Capital

2017

United Kingdom

0.5%

Total of the 30 largest underlying investments

51.8%

⁺ All or part of this investment is held directly as a Co-investment or other direct investment.

^ All or part of this investment was acquired as part of a secondary purchase.

The 30 largest fund investments
The table below presents the 30 largest funds by value at 31 January 2021. The valuations are net of underlying managers fees and Carried Interest.

Fund

Year of Commitment

Country/ region

Value £m

Outstanding Commitment £m

1

BC European Capital IX **

Europe/North

Large buyouts

2011

America

45.2

2.1

2

Graphite Capital Partners VIII *

Mid-market buyouts

2013

UK

30.9

5.4

3

Gridiron Capital Fund III

Mid-market buyouts

2016

North America

29.5

4.0

4

Sixth Cinven Fund

Large buyouts

2016

Europe

25.2

2.1

5

ICG Europe VII

Mezzanine & equity in mid-market buyouts

2018

Europe

25.2

15.8

6

Advent Global Private Equity VIII

Europe/North

Large buyouts

2016

America

22.9

0.6

7

CVC European Equity Partners VI

Europe/North

Large buyouts

2013

America

20.5

2.6

8

ICG Europe VI **

Mezzanine & equity in mid-market buyouts

2015

Europe

20.3

4.6

9

CVC European Equity Partners VII

Europe/North

Large buyouts

2017

America

16.2

7.6

10

PAI Strategic Partnerships **

Mid-market and large buyouts

2019

Europe

16.0

0.6

11

PAI Europe VI

Mid-market and large buyouts

2013

Europe

15.8

1.3

12

BC European Capital X

Large buyouts

2016

Europe

15.5

1.6

13

Graphite Capital Partners VII * / **

Mid-market buyouts

2007

UK

15.1

2.8

14

One Equity Partners VI

Europe/North

Mid-market buyouts

2016

America

14.1

0.6

15

Permira V

Europe/North

Large buyouts

2013

America

13.9

0.5

16

Permira VI

Large buyouts

2016

Europe

12.3

2.0

17

Thomas H Lee Equity Fund VII

Mid-market and large buyouts

2015

North America

12.1

1.6

18

Resolute IV

Mid-market buyouts

2018

North America

12.0

3.6

19

ICG Strategic Equities Fund III

Secondary fund restructurings

2018

Global

12.0

19.3

20

New Mountain Partners V

Mid-market buyouts

2017

North America

11.9

2.0

Fund

Year of Commitment

Country/ region

Value £m

Outstanding Commitment £m

21

ICG Asia Pacific Fund III

Mezzanine & equity in midmarket buyouts

2016

Asia Pacific

11.3

2.8

22

Gryphon V

Mid-market buyouts

2019

North America

11.2

1.4

23

ICG Strategic Secondaries Fund II

Europe/North

Secondary fund restructurings

2016

America

11.1

16.5

24

Charterhouse Capital Partners X

Large buyouts

2015

Europe

10.6

4.5

25

PAI Europe VII

Mid-market and large buyouts

2017

Europe

10.3

12.3

26

TDR Capital III

Mid-market and large buyouts

2013

Europe

10.2

1.6

27

Thomas H Lee Equity Fund VIII

Mid-market and large buyouts

2017

North America

10.1

8.2

28

Resolute II **

Mid-market buyouts

2018

North America

9.8

1.6

29

Leeds Equity Partners VI

Mid-market buyouts

2017

North America

9.3

0.7

30

Egeria Private Equity Fund IV

Mid-market buyouts

2012

Netherlands

8.3

1.0

Total of the largest 30 fund investments

489.1

131.5

Percentage of total investment Portfolio

51.5%

* Includes the associated Top Up funds.

** All or part of an interest acquired through a secondary fund purchase.

Portfolio analysis

Closing Portfolio by value

Portfolio by investment type

% of value of
underlying
investments
31 January 2021

% of value of
underlying
investments
31 January 2020

Large buyouts

56.3%

46.4%

Mid-market buyouts

33.5%

42.2%

Small buyouts

10.2%

8.7%

Total

100.0%

100.0%


Portfolio by calendar year of investment

% of value of underlying investments
31 January 2021

% of value of underlying investments
31 January 2020

2021

0.4%

0.0%

2020

10.1%

0.1%

2019

18.3%

17.2%

2018

18.4%

19.7%

2017

17.1%

19.2%

2016

9.6%

16.2%

2015

11.2%

7.7%

2014

6.0%

8.5%

2013

1.6%

5.5%

2012

0.9%

1.4%

2011

0.0%

0.9%

2010

1.4%

1.3%

2009

0.2%

0.6%

2008

0.0%

0.1%

2007

0.5%

1.3%

2006 and before

4.3%

0.3%

Total

100.0%

100.0%


Portfolio by sector

% of value of underlying investments
31 January 2021

% of value of underlying investments
31 January 2020

Consumer goods and services

25.4%

15.1%

TMT

19.2%

13.6%

Healthcare

17.8%

17.3%

Business services

12.5%

15.4%

Industrials

6.9%

15.5%

Education

6.4%

5.9%

Financials

4.7%

5.3%

Leisure

4.5%

7.7%

Other

2.6%

4.2%

Total

100.0%

100.0%


Portfolio by geographic distribution based on location of company headquarters

% of value of
underlying
investments
31 January 2021

% of value of
underlying
investments
31 January 2020

Europe

31.8%

36.7%

UK

18.9%

27.1%

North America

42.0%

29.9%

Rest of world

7.3%

6.3%

Total

100.0%

100.0%

Commitments analysis
The following tables analyse Commitments at 31 January 2021. Original Commitments are translated at 31 January 2021 exchange rates.

Total Undrawn Commitments

Original
Commitment
£’000

Outstanding
Commitment
£’000

Average
drawdown
percentage

% of
Commitments

Investment period not commenced

20,585

20,585

0.0%

4.9%

Funds in investment period

517,207

320,455

38.0%

76.6%

Funds post investment period

670,288

77,439

88.4%

18.5%

Total

1,208,080

418,479

65.4%

100.0%


Movement in outstanding Commitments in year ended 31 January 2021

£m

As at 1 February 2020

458.6

New primary Commitments

94.8

New Commitments relating to Co-investments and secondary purchases

7.1

Drawdowns

(120.6)

Commitments released from Fund Disposals

(41.9)

Currency and other movements

20.5

As at 31 January 2021

418.5

New Commitments during the year to 31 January 2021

Fund

Strategy

Geography

£m

Primary Commitments

CVC VIII

Large buyouts

Europe/North America

13.5

Apax X

Mid-market buyouts

Global

8.7

Bain XIII

Large buyouts

North America

7.7

Clayton, Dubilier & Rice XI

Mid-market and large buyouts

North America

7.5

Hg Genesis 9

Mid-market buyouts

Europe

4.5

Hg Saturn 2

Mid-market and large buyouts

Europe

4.2

Bain Tech Opportunities

Mid-market buyouts

North America

4.0

Charlesbank Equity Fund X

Mid-market buyouts

North America

7.3

FSN Capital VI

Mid-market buyouts

Europe

8.9

Leeds Equity Partners VII

Mid-market buyouts

North America

7.4

New Mountain Capital Fund VI

Mid-market buyouts

North America

10.3

PAI Mid-Market Fund

Lower Mid-market buyouts

Europe

8.9

Gridiron IV

Mid-market buyouts

North America

1.9

Total primary Commitments

94.8

Commitments relating to Co-investments and Secondary Investments

7.1

Total new Commitments

101.9

Currency exposure

Portfolio1

31 January
2021
£m

31 January
2021
%

31 January
2020
£m

31 January
2020
%

Sterling

197.4

20.8%

246.0

30.5

Euro

208.3

21.9%

226.6

28.1

US Dollar

380.5

40.1%

224.2

27.8

Other European

73.9

7.8%

59.6

6.2

Other

89.1

9.4%

50.0

7.4

Total

949.2

100.0%

806.4

100.0

1 Currency exposure is calculated by reference to the location of the underlying Portfolio companies’ headquarters.


Outstanding Commitments

31 January
2021
£m

31 January
2021
%

31 January
2020
£m

31 January
2020
%

– Sterling

43.7

10.4

65.3

14.2

– Euro

195.9

46.8

213.0

46.5

– US Dollar

178.2

42.6

178.5

38.9

– Other European

0.7

0.2

1.8

0.4

Total

418.5

100.0

458.6

100.0

Realisation activity

Investment

Manager

Year of investment

Realisation type

Proceeds £m

Roompot

PAI Partners

2016

Secondary disposal

28.3

City & County Healthcare

Graphite Capital

2013

Financial buyer

17.2

Leaf Home Solutions

Gridiron Capital

2016

Recapitalisation

7.7

Visma

ICG

2017

Financial buyer

7.2

Ceridian

Thomas H. Lee Partners

2007

Public sell down post IPO

6.9

Gerflor

ICG

2011

Financial buyer

6.2

TeamViewer

Permira Advisers

2014

Public sell down post IPO

3.4

EPIC

Oak Hill Capital

2017

Financial buyer

2.8

VetCor Professional Practices

Oak Hill Capital

2018

Financial buyer

2.4

Alfresco

Thomas H. Lee Partners

2018

Trade

2.2

Total of 10 largest underlying realisations

84.3

Realisation Proceeds

137.3

Fund Disposals

71.9

Total Proceeds

209.2

Investment activity

Investment

Description

Manager

Country

Cost1
£m

Curium Pharma

Supplier of nuclear medicine diagnostic pharmaceuticals

ICG

UK

8.8

AML RightSource

Provider of compliance and regulatory services and solutions

Gridiron Capital

USA

7.1

Visma

Provider of business management software and outsourcing services

Hg Capital

Norway

4.8

Texthelp

Provider of learning analytics software and assistive technology solutions

Five Arrows Principal Investments / Five Arrows Capital Partners

UK

3.7

HSE24

Home shopping network in Germany

ICG

Germany

2.8

Babble Cloud

Provider of communications & IT services

Graphite Capital

UK

2.7

David Lloyd Leisure

Operator of premium health clubs

TDR Capital

UK

2.5

Juvare

Provider of emergency management solutions and software

Five Arrows Principal Investments / Five Arrows Capital Partners

USA

2.4

Biogroup

Operator of medical diagnostic laboratories

ICG

France

2.2

Thyssenkrupp Elevator

Manufacturer of elevators and escalators and related services

Advent International / Cinven

Germany

2.1

Total of 10 largest underlying new investments

39.1

Total New Investment

139.2

1 Represents ICG Enterprise Trust's indirect exposure (share of fund cost) plus any amounts paid for Co-investments in the period.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk management
The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.

Principal risks and uncertainties
The execution of the Company’s investment strategy is subject to risk and uncertainty and the Board and Manager have identified a number of principal risks to the Company’s business. As part of this process, the Board has carried out a robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity. The Company considers its principal risks (as well as a number of underlying risks comprising each principal risk) in four categories:

Investment Risks – the risk to performance resulting from ineffective or inappropriate investment selection, execution, monitoring.

External Risks – the risk of failing to deliver the Company’s strategic objectives due to external factors beyond the Company’s control.

Operational Risks – the risk of loss or missed opportunity resulting from a regulatory failure or the failure of people, processes or systems.

Financial Risks – the risks of adverse impact on the Company due to having insufficient resources to meet its obligations or counterparty failure and the impact any material movement in foreign exchange rates may have on underlying valuations.

Emerging risks are regularly considered to assess any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/legislative change and macro-economic and political change. During the year, the impact of Brexit on the Company’s Portfolio was kept under review. The Board also regularly considered the evolution of requirements and standards relating to ESG and responsible investing, with the ability to keep up with these standards being treated as a matter of emerging reputational risk.

During the year, the impact of the COVID-19 pandemic on the Company’s business operations and performance was a key focus of the Board from a number of perspectives, including risk management, and took appropriate mitigation steps through the year.

The impact of the pandemic on each of our principal risks is set out in more detail below; the current view of the Board is that, although the impact of the pandemic is significant and may prove to have long-term effects on the markets in which the Company operates, it does not change our longer-term view of our principal risks.

Other risks, including reputational risk, are seen as potential outcomes of the core principal risks materialising. These risks are managed as part of the overall risk management of the Company.

A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the financial or strategic impact of the risk. Where the residual risk is determined to be outside of appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.

How we manage and mitigate our key risks
As identified in the Annual Report for the year ended 31 January 2020, the risk levels of certain of the principal risks outlined below were slightly or somewhat heightened at various points in the year due to the effects of the Covid-19 pandemic. However, these effects were mitigated by the risk management measures put in place by the Company, including the defensive portfolio construction, the wide variety of sectors and managers that the Company invests in, the geographic spread of the investment portfolio and the renewal of the balance sheet facility after year end. As such, the Board remains of the view that its assessment of these risks in the long term is not affected inherently or systematically by the pandemic, although it will continue to monitor this.

RISK

IMPACT

MITIGATION

CHANGE IN
THE YEAR

Investment Risks

Investment performance

The Manager selects the fund investments and direct Co-investments for the Company’s Portfolio. The underlying managers of those funds in turn select individual investee companies.

The origination, investment selection and management capabilities of both the Manager and the third party managers are key to the performance of the Company.

Poor origination, investment selection and monitoring by the Manager and/or third party managers could significantly affect the performance of the Portfolio.

The Manager has a strong track record of investing in private equity through multiple economic cycles. The Manager has a highly selective investment approach and disciplined process, which is overseen by ICG Enterprise’s Investment Committee within the Manager, which comprises a balance of skills and perspectives. Further, the Company’s Portfolio is diversified reducing the likelihood of a single investment decision impacting Portfolio performance.

Stable
The Board reviews the activities and performance of the Manager on an ongoing basis and reviews the investment strategy annually. Following this assessment and other considerations, the Board concluded that there was no material change in investment performance risk during the year.

Valuation

In valuing its investments in private equity funds and Unquoted Companies and publishing its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by the underlying managers to the Manager. There is the potential for inconsistency in the valuation methods adopted by the managers of these funds and companies and for valuations to be misstated.

Incorrect valuations being provided would lead to an incorrect overall NAV.

The Manager carries out a formal valuation process involving a quarterly review of third party valuations, verification of the latest audited reports, as well as a review of any potential adjustments that are required to ensure the valuation of the underlying investments are in accordance with the fair market value principles required under International Financial Reporting Standards (‘IFRS’).

Stable
The Board discussed the valuation process in detail with the Manager, including the sources of valuation information and methodologies used. Following this assessment and other considerations, the Board concluded that there was no material change in valuation risk during the year.

External

Political and macroeconomic uncertainty

Political and macro-economic uncertainty, including impacts from Covid-19 development, the UK’s departure from the EU, or similar scenarios, could impact the environment in which the Company and its investment portfolio companies operate.

Changes in the macro-economic
or political environment could significantly affect the performance of existing investments (and valuations) and prospects for realisations. In addition, it could impact the number of credible investment opportunities the Company can originate.

The Manager actively monitors these developments, with the support of a dedicated in-house economist and professional advisers where appropriate, to ensure it is prepared for any potential impacts (to the extent possible).

Stable
The Board monitors and reviews the potential impact on the Company from political and economic developments on an ongoing basis, including input and discussions with the Manager. Incorporating these views and other considerations (including the end of the Brexit transition period in January 2021), the Board concluded that there was no material change in political and macro-economic uncertainty risk following its previous assessment

in April 2020.

Private equity sector

The private equity sector could fall out of favour with investors leading to a reduction in demand for the Company’s shares.

A change in sentiment to the sector has the potential to damage the Company’s reputation and impact the performance of the Company’s share price and widen the Discount the shares trade at relative to NAV per Share, causing shareholder dissatisfaction.

Private equity has outperformed public markets over the long term and it has proved to be an attractive asset class through various cycles.

The Manager is active in marketing the Company’s shares to a wide variety of investors to ensure the market is informed about the Company’s performance and investment proposition.

The Board monitors the Discount to NAV and considers appropriate solutions to address any ongoing or substantial Discount to NAV, including share buybacks.

Stable
The Board receives regular updates from the Company’s broker and is kept informed of all material discussions with investors and analysts. Incorporating these updates and other considerations, the Board concluded that there was no material change in private equity sector sentiment risk during the year.

Foreign exchange

The Company has continued to expand its geographic diversity by making investments in a number of countries. Accordingly, a number of investments are denominated in US dollars, euros and currencies other than sterling.

At present, the Company does not hedge its foreign exchange exposure. Therefore, movements in exchange rates between these currencies may have a material effect on the underlying valuations of the investments and performance of the Company.

The Board regularly reviews the Company’s exposure to currency risk and reconsiders possible Hedging strategies on an annual basis. Furthermore, the Company’s multicurrency bank facility permits the borrowings to be drawn in euros and US dollars, if required.

Stable
The Board reviewed the Company’s exposure to currency risk and possible Hedging strategies and concluded that there was no material change in foreign exchange risk during the year and that it remained appropriate for the Company not to hedge its foreign exchange exposure.

Operational Risks

Regulatory, legislative
and taxation compliance

Failure by the Manager to comply with relevant regulation and legislation could have an adverse impact on the Company, or adherence to such could become onerous. This includes the Corporate Governance Code, Corporation Tax Act 2010, the Companies Act 2006, the Companies (Miscellaneous Reporting) Regulations 2018,
the Alternative Investment Fund Managers Directive, accounting standards, investment trust regulations and the Listing Rules and Disclosure Guidance and Transparency Rules.

If applicable law and regulations are not complied with, the Company could face regulatory sanction and penalties as well as significant damage to its reputation.

The Board is responsible for ensuring the Company’s compliance with all applicable regulations. Monitoring
of this compliance, and regular reporting to the Board thereon, has been delegated to the Manager. The Manager’s in-house legal counsel, supported by the Compliance and Risk functions, provides regular updates to the Board covering relevant changes to legislation and regulation. The Manager and the Board ensure compliance with applicable regulation and legislation occurs in an effective manner.

Stable
This risk was deemed to be increased in the previous year following the company entering
the FTSE 250 index during the
year, as well as other regulatory
and corporate governance developments. Both the Board and the Manager’s risk function have continued to closely monitor and evaluate the risks resulting from these developments, and the Company has continued to enhance its processes and controls in order to remain compliant with current
and expected legislation.

People

Loss of key investment professionals at the Manager could impair the Company’s ability to deliver its investment strategy if replacements are not found in a timely manner.

If the Manager’s investment team were not able to deliver, investment opportunities could be missed
or misevaluated, while existing investment performance may suffer.

The Manager regularly updates the Board on team developments and succession planning.

The Manager places significant focus on developing key individuals to ensure that there is a pipeline of potential succession candidates internally. External appointments are also considered if that best satisfies the business needs at the appropriate time.

The Company’s investment team within the Manager has always taken a team-based approach to decision-making which helps to mitigate against key person risk. In addition, no one investment professional has sole responsibility for an investment or fund manager relationship and, to ensure that insights and knowledge are widely spread across the investment team, the team meets weekly to discuss all potential new investments and the overall performance of the Portfolio.

The Manager’s compensation policy is designed to minimise turnover of key people. In addition, the senior investment professionals are required to co-invest alongside the Company for which they are entitled to a share of investment profits if performance hurdles are met, which aids retention.

Stable
Oliver Gardey was appointed as head of the Company’s investment team in the previous year and people risk was reduced accordingly. Following this transition, the Board believes that the risk in respect of people remains stable.

Information security

The Company is dependent on effective information technology systems at both the Manager and Administrator. These systems support key business functions and are an important means of safeguarding sensitive information.

A significant disruption to these IT systems, including breaches of data confidentiality or cybersecurity, could result in, among other things, financial losses, an inability to perform business critical functions, regulatory censure, legal liability and reputational damage.

Application of the Manager’s and Administrator’s information security policies is supported by a governance structure and a risk framework that allows for the identification, control and mitigation of technology risks.

The adequacy of the systems and controls the Manager and Administrator have in place to mitigate the technology risks is continuously monitored and subject to regular testing. The effectiveness of the framework is periodically assessed.

Stable
The Board carries out a formal assessment of the Manager’s internal controls and risk management systems every year. Following this review and other considerations, the Board concluded that there was no material change in information security risk during the year.

The Manager and other
third party advisers, including business processes and continuity

The Company is dependent on third parties for the provision of all systems and services.

In particular, the Company is dependent on the business processes of the Manager, Administrator and Depositary operating effectively. These systems support key business functions.

Control failures and gaps in these systems and services could result in a loss or damage to the Company.

A significant failure of or disruption to the Manager, Administrator or Depositary’s processes could
result in, among other things, financial losses, an inability to perform business critical functions, regulatory censure, legal liability
and reputational damage.

The Audit Committee formally assesses the internal controls of the Manager, the Administrator and Depositary on an annual basis to ensure adequate controls are in place.

The assessment in respect of the current year is discussed in the Report of the Audit Committee Within the Annual Report.

The Management Agreement and agreements with other key service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements.

Stable
The Board carries out a formal assessment of the Manager’s internal controls and risk management systems every year (supported by the Manager’s internal audit function). Following this review and other considerations, the Board concluded that there was no material change in the manager and other third party advisers risk during the year.

Financial Risks

Financing

The Company has outstanding Commitments that may be drawn down at any time in excess of total liquidity to private equity funds. The ability to fund this difference is dependent on receiving cash proceeds from investments (the timing of which are unpredictable) and the availability of financing facilities.

If the Company encountered difficulties in meeting its outstanding Commitments, there would be significant reputational damage as well as risk of damages being claimed from managers and other counterparties.

It is also possible that the Company might need to raise new equity to fund its outstanding Commitments.

The Manager monitors the Company’s liquidity and covenants on a frequent basis, and undertakes cash flow monitoring, and provides regular updates on these activities

to the Board.

Commitments are expected to be mostly deployed over a four-year period. If necessary the Company can reduce the level of Co-investments and Secondary Investments, which are discretionary, to preserve liquidity for funding its Commitments. The Company could also dispose of assets.

The Company signed a new facility in January 2021 for €200m (£177m) that matures in January 2025. The previous facility was a €176m (£156m) multi-currency bank facility agreed on 2 April 2019, which was due to mature in two equal tranches in April 2021 and April 2022.

The total available liquidity as at 31 January 2021 stood at £201m, comprising £45m in cash balances and £156m in undrawn bank facilities As a result, the available financing along with the Portfolio exceeded the outstanding Commitments by a factor of 2.8 times as at 31 January 2021.

Reduced
The Company’s previous credit facility was due to mature in expire

in Apr-2021 and Apr-2022.

Following the signing of the Company’s new credit facility that matures in February 2025 this risk has significantly reduced.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Accordingly, the directors have prepared the financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006. Company law also requires that the directors do not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the relevant period. In preparing these financial statements, the directors are required to:

  • select suitable accounting policies and then apply them consistently;

  • make judgements and accounting estimates that are reasonable and prudent;

  • state whether International Accounting Standards in conformity with the requirements of the Companies Act 2006, have been followed, subject to any material departures disclosed and explained in the financial statements; and

  • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006 and, as regards the Company’s financial statements, International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in October 2019. The directors are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Having taken advice from the Audit Committee, the directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Each of the directors confirm that, to the best of their knowledge:

  • the financial statements, which have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

  • the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Jane Tufnell
Chair

27 April 2021

INCOME STATEMENT

Year to 31 January 2021

Year to 31 January 2020

Notes

Revenue
return
£’000

Capital
return
£’000

Total
£’000

Revenue
return
£’000

Capital
return
£’000

Total
£’000

Investment returns

Income, gains and losses on investments

6,523

184,071

190,594

7,060

85,660

92,720

Deposit interest

26

26

300

300

Other income

45

45

81

81

Foreign exchange gains and losses

(799)

(799)

208

208

6,594

183,272

189,866

7,441

85,868

93,309

Expenses

Investment management charges

(2,682)

(8,046)

(10,728)

(2,393)

(7,179)

(9,572)

Other expenses

(2,129)

(1,941)

(4,070)

(1,738)

(1,494)

(3,232)

(4,811)

(9,987)

(14,798)

(4,131)

(8,673)

(12,804)

Profit before tax

1,783

173,285

175,068

3,310

77,195

80,505

Taxation

(538)

538

Profit for the year

1,783

173,285

175,068

2,772

77,733

80,505

Attributable to:

Equity shareholders

1,783

173,285

175,068

2,772

77,733

80,505

Basic and diluted earnings per share

4

254.53p

116.63p

The columns headed 'Total' represent the income statement for the relevant financial years and the columns headed 'Revenue return' and 'Capital return' are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income.

BALANCE SHEET

Notes

31 January
2021
£’000

31 January
2020
£’000

Non-current assets

Investments held at fair value

907,562

778,416

Current assets

Cash and cash equivalents

45,143

14,470

Receivables

162

1,142

45,305

15,612

Current liabilities

Payables

851

483

Net current assets

44,454

15,129

Total assets less current liabilities

952,016

793,545

Capital and reserves

Share capital

7,292

7,292

Capital redemption reserve

2,112

2,112

Share premium

12,936

12,936

Capital reserve

929,676

771,205

Revenue reserve

Total equity

952,016

793,545

Net asset value per share (basic and diluted)

6

1,384.4p

1,152.1p

CASH FLOW STATEMENT

Notes

Year to
31 January
2021
£’000

Year to
31 January
2020
£’000

Operating activities

Sale of portfolio investments

147,545

107,179

Purchase of portfolio investments

(86,134)

(95,417)

Net cash flows to subsidiary investments

(6,486)

(34,446)

Interest income received from portfolio investments

1,231

5,832

Dividend income received from portfolio investments

5,445

1,290

Other income received

71

381

Investment management charges paid

(10,334)

(9,499)

Other expenses paid

(1,419)

(1,227)

Net cash inflow/(outflow) from operating activities

49,919

(25,907)

Financing activities

Bank facility fee

(1,410)

(2,576)

Interest paid

(440)

(61)

Credit facility utilised

40,000

Credit facility repaid

(40,000)

Purchase of shares into treasury

(775)

(2,628)

Equity dividends paid

5

(15,822)

(15,192)

Net cash outflow from financing activities

(18,447)

(20,457)

Net increase/(decrease) in cash and cash equivalents

31,472

(46,364)

Cash and cash equivalents at beginning of year

14,470

60,626

Net increase/(decrease) in cash and cash equivalents

31,472

(46,364)

Effect of changes in foreign exchange rates

(799)

208

Cash and cash equivalents at end of year

45,143

14,470

STATEMENT OF CHANGES IN EQUITY

Company

Share capital
£’000

Capital
redemption reserve
£’000

Share premium
£’000

Realised
capital
reserve
£’000

Unrealised
capital reserve
£’000

Revenue
reserve
£’000

Total
shareholders’
equity
£’000

Year to 31 January 2021

Opening balance at 1 February 2020

7,292

2,112

12,936

356,393

414,812

793,545

Profit for the year and total comprehensive income

100,484

72,801

1,783

175,068

Dividends paid or approved

(14,039)

(1,783)

(15,822)

Purchase of shares into treasury

(775)

(775)

Closing balance at 31 January 2021

7,292

2,112

12,936

442,063

487,613

952,016


Company

Share capital
£’000

Capital
redemption reserve
£’000

Share premium
£’000

Realised
capital
reserve
£’000

Unrealised
capital reserve
£’000

Revenue
reserve
£’000

Total
shareholders’
equity
£’000

Year to 31 January 2020

Opening balance at 1 February 2019

7,292

2,112

12,936

348,632

359,888

730,860

Profit for the year and total comprehensive income

22,809

54,924

2,772

80,505

Dividends paid or approved

(12,420)

(2,772)

(15,192)

Purchase of shares into treasury

(2,628)

(2,628)

Closing balance at 31 January 2020

7,292

2,112

12,936

356,393

414,812

793,545

NOTES TO THE FINANCIAL STATEMENTS

1) General information

These financial statements relate to ICG Enterprise Trust plc (‘the Company’). ICG Enterprise Trust plc is registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers.

2) Financial information

The financial information for the year ended 31 January 2021 has been extracted from the statutory accounts for that year and do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006. Statutory accounts for that year will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held on 21 June 2021.

The financial information for the year ended 31 January 2020 has been extracted from the statutory accounts for that year which were approved by the Board of directors on 27 April 2020 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006.

The financial information for the year ended 31 January 2021 has been prepared in accordance with the Companies Act 2006 as applicable to companies using International Financial Reporting Standards ('IFRS') and the Statement of Recommended Practice ('SORP') for investment trusts issued by the Association of Investment Companies in October 2019.

3) Basis of preparation

The financial information for the year ended 31 January 2021 has been prepared in accordance with International Accounting Standards (IAS) in conformity with the requirements of the Companies Act 2006 and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in October 2019.

IFRS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee.

These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis continues to be appropriate, the directors assessment is further detailed in the Report of the Directors

The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items
of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows:

  • Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair value through profit or loss should be shown in the capital column of the income statement.

  • Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the income statement.

  • The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with the Board’s expected long term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.

The accounting policy regarding the allocation of expenses is set out in note 1(i).

In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:

(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;

(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and

(c) it measures and evaluates the performance of substantially all of its investments on a fair value basis.

As a result, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments classified as held at fair value through profit and loss.

The Financial Conduct Authority and the Bank of England have imposed significant interest rate benchmarking reform. As a result, there will be the imminent cessation of LIBOR. LIBOR publication is expected to cease by 31 December 2021. The Company will apply the practical expedient as permitted under the transition rules. The impact of this application will be immaterial to the Company.

Investments

All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as investments held at fair value) and are measured at subsequent reporting dates at fair value. Changes in the value of all investments held at fair value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from those disclosed in the Annual Report.

Unquoted investments

Fair value for unquoted investments is established by using various valuation techniques.

Funds and Co-investments (collectively ‘unquoted investments’) are typically fair valued using the net asset value those unquoted investments as determined by the investment manager of those funds. The investment manager performs periodic valuations of its underlying investments in line with fair value measurements. In the absence of contrary information, the valuation methodologies are deemed to be appropriate. A robust assessment is performed the Company's experienced Investment Committee to determine the sophistication of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value and these are the valuations recorded up to the measurement date.

The fair value measurement adopted by investment managers of unquoted investments is calculated in accordance with the 2018 IPEV guidelines. The primary valuation methodology used is an earnings multiple methodology, with other methodologies used where they are more appropriate.

Adjustments may be made to the net asset values provided or an alternative method maybe deemed to be more appropriate. The most common reason for adjustments is to take account of events occurring after the date of the manager’s valuation, and better information becoming available, such as a realisation or a significant macroeconomic event.

Quoted investments

Quoted investments are held at the last traded bid price on the balance sheet date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract is reflected on the trade date.

Subsidiary undertakings

The investments in the subsidiaries are recognised at fair value through profit and loss.

The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the 'Former Manager') (together 'the Co-investors'), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. These arrangements are discussed further in the Report of the Directors. At 31 January 2020, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date.

Associates

Investments which fall within the definition of an associate under IAS 28 (Investments in associates) are accounted for as investments held at fair value through profit or loss, as permitted by that standard.

The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does not exert control or significant influence over the activities of these companies/partnerships as they are managed by other third parties.

4) Earnings per share

Year ended
31 January
2021

Year ended
31 January
2020

Revenue return per ordinary share

2.59p

4.02p

Capital return per ordinary share

251.94p

112.61p

Earnings per ordinary share (basic and diluted)

254.53p

116.63p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £1.8m
(2020: £2.8m) by the weighted average number of ordinary shares outstanding during the year.

Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £173.3m
(2020: £77.7m) by the weighted average number of ordinary shares outstanding during the year.

Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £175.1m (2020: £80.5m) by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 68,781,700 (2020: 69,027,192). There were no potentially dilutive shares, such as options or warrants, in either year.

5) Dividends

Year ended
31 January
2021
£’000

Year ended
31 January
2020
£’000

Third quarterly dividend in respect of year ended 31 January 2020: 5.0p per share (2020: 5.0p)

3,444

3,459

Final dividend in respect of year ended 31 January 2020: 8.0p per share (2020: 7.0p)

5,502

4,839

First quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p)

3,438

3,450

Second quarterly dividend in respect of year ended 31 January 2021: 5.0p per share (2020: 5.0p)

3,438

3,444

Total

15,822

15,192

The Company paid a third quarterly dividend of 5.0p per share in March 2021. The Board has proposed a final dividend of 9.0p per share in respect of the year ended 31 January 2021 which, if approved by shareholders, will be paid on 23 July 2021 to shareholders and on the register of members at the close of business on 2 July 2021.

6) Net asset value per share

The net asset value per share is calculated as the net assets attributable to shareholders of £952.0m (2020: £793.5m) and on 68,767,055 (2020: 68,877,055) ordinary shares in issue at the year end. There were no potentially dilutive shares, such as options or warrants, at either year end. Calculated on both the basic and diluted basis the net asset value per share was 1,384.4p (2020: 1,152.1p).

7) Post balance sheet events

Following the year-end, on 26 February 2021, the Company finalised a new bank facility of €200m (£177m, translated at the rate prevailing on the day the facility became available for use) with Credit Suisse. The facility was agreed to strengthen the company’s financial position and replace the previous facility that was in place at the year end.

The new facility requires at least £500m of investments be held in a single entity in order to provide security for the facility. To meet this criteria, a new subsidiary of the Company, ET Holdings LP, was incorporated on 15 December 2020 and will hold at least £500m of the Company’s investments. Post year-end, the Company has completed the transfer of £440 of its investments, as well as a transfer of £163 investments from the Company’s subsidiary ICG Enterprise Trust Co-investment LP, to ET Holdings LP. The transfer of investments is a non adjusting post balance sheet event. To date £nil has been drawn from the facility.

GLOSSARY (UNAUDITED)

Alternative Performance Measures (‘APMs’) are a term defined by the European Securities and Markets Authority as ‘financial measures of historical or future performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework’.

APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for comparing the performance of the Company to its peers, taking into account industry practice.

Definitions and reconciliations to IFRS measures are provided in the main body of the report or in this Glossary.

Carried Interest is equivalent to a performance fee. This represents a share of the profits that will accrue to the underlying private equity managers, after achievement of an agreed Preferred Return.

Co-investment is a direct investment in a company alongside a private equity fund.

Co-investment Incentive Scheme Accrual represents the estimated value of interests in the Co-investment Incentive Scheme operated by the Company. At both 31 January 2021 and 31 January 2020, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at its carrying value at those dates.

Commitment represents the amount of capital that each limited partner agrees to contribute to the fund which can be drawn at the discretion of the General Partner.

Deployment please see ‘Total New Investment’.

Direct Investments please see ‘Co-investment’.

Discount arises when the Company’s shares trade at a discount to NAV. In this circumstance, the price that an investor pays or receives for a share would be less than the value attributable to it by reference to the underlying assets. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV. For example, if the NAV was 100p and the share price was 90p, the discount would be 10%.

Drawdowns are amounts invested by the Company into funds when called by underlying managers in respect of an existing Commitment.

EBITDA stands for earnings before interest, tax, depreciation and amortisation, which is a widely used performance measure in the private equity industry.

Enterprise Value is the aggregate value of a company’s entire issued share capital and Net Debt.

FTSE All-Share Index Total Return is the change in the level of the FTSE All-Share Index, assuming that dividends are re-invested on the day that they are paid.

Full Exits are exit events (e.g. trade sale, sale by public offering, or sale to a financial buyer) following which the residual exposure to an underlying company is zero or immaterial, this does not include Fund Disposals. See ‘Fund Disposals’.

Fund Disposals are where the Company receives sales proceeds from the full or partial sale of a fund position within the secondary market.

General Partner (‘GP’ or the manager) is the entity managing a private equity fund. This is commonly referred to as the Manager.

Hedging is an investment technique designed to offset a potential loss on one investment by purchasing a second investment that is expected to perform in the opposite way.

High Conviction Investments comprises Direct Investments, ICG managed funds and Secondary Investments.

Initial Public Offering (‘IPO’) is an offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange.

Investment Period is the period in which funds are able to make new investments under the terms of their fund agreements, typically up to five years after the initial Commitment.

Internal Rate of Return (‘IRR’) is a measure of the rate of return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor together with the residual value of the investment.

Last Twelve Months (‘LTM’) refers to the time frame of the immediately preceding 12 months in reference to a financial metric used to evaluate the Company’s performance.

Limited Partner (‘LP’) is an institution or individual who commits capital to a private equity fund established as a Limited Partnership. These investors are generally protected from legal actions and any losses beyond the original investment.

Limited Partnership includes one or more General Partners, who have responsibility for managing the business of the partnership and have unlimited liability, and one or more limited partners, who do not participate in the operation of the partnership and whose liability is ordinarily capped at their capital and loan contribution to the partnership. In typical fund structures, the General Partner will not receive a profit share until cost has been returned and an agreed Preferred Return has been achieved.

Net Asset Value (‘NAV’) per Share is the value of the Company’s net assets attributable to one ordinary share. It is calculated by dividing ‘shareholders’ funds’ by the total number of ordinary shares in issue. Shareholders’ funds are calculated by deducting current and long-term liabilities, and any provision for liabilities and charges, from the Company’s total assets.

Net Asset Value (‘NAV’) per Share Total Return is the change in the Company’s net asset value per share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid.

Net Debt is calculated as the total short-term and long-term debt in a business, less cash and cash equivalents.

Ongoing Charges are calculated in line with guidance issued by the Association of Investment Companies (‘AIC’) and captures management fees and expenses, excluding finance costs, incurred at the Company level only. The calculation does not include the expenses and management fees incurred by any underlying funds.

2021

Total per
Income
Statement
£’000

Amount
excluded from
AIC Ongoing
Charges
£’000





Included
Ongoing
Charges
£’000

Management fees

10,728

10,728

General expenses

1,447

8

1,439

Finance costs

2,623

2,623

Total gains on Portfolio investments excluding impact of foreign exchange

14,798

2,631

12,167

Total Ongoing Charges

12,167

Average NAV

834,566

Ongoing Charges as % of NAV

1.5%

2020

Total per
Income
Statement
£’000

Amount
excluded from
AIC Ongoing
Charges
£’000





Included
Ongoing
Charges
£’000

Management fees

9,572

9,572

General expenses

1,179

12

1,167

Finance costs

2,053

2,053

Total gains on Portfolio investments excluding impact of foreign exchange

12,804

2,065

10,739

Total Ongoing Charges

10,739

Average NAV

782,437

Ongoing Charges as % of NAV

1.4%

Other Net Liabilities at the aggregated Company and subsidiary Limited Partnership level represent net other liabilities per the Company's balance sheet, net other liabilities per the balance sheets of the subsidiaries and amounts payable under the co-incentive scheme accrual.

Overcommitment refers to where private equity fund investors make Commitments exceeding available liquidity for investment. When determining the appropriate level of Overcommitment, careful consideration needs to be given to the rate at which Commitments might be drawn down, and the rate at which realisations will generate cash, and therefore liquidity, from the existing portfolio to fund new investment.

Portfolio represents the aggregate of the investment Portfolios of the Company and of its subsidiary Limited Partnerships. This is consistent with the commentary in previous annual and interim reports. The Board and the Manager consider that this is the most relevant basis for shareholders to assess the overall performance of the Company and comparison with its peers.

The closest equivalent amount reported on the balance sheet is ‘investments at fair value’. A reconciliation of these two measures along with other figures aggregated for the Company and its subsidiary Limited Partnerships is presented below.

31 January 2021:

£m

Fair value per balance sheet

Cash held by subsidiary Limited Partnerships

Balances receivable from subsidiary Limited Partnerships

Co-investment incentive scheme accrual

Aggregated Company and subsidiary Limited Partnerships

Investments*

907.6

-

(0.2)

41.8

949.2

Cash

45.2

-

-

-

45.2

Other Net Liabilities

(0.7)

-

0.2

(41.8)

(42.3)

Net assets

952.1

-

-

-

952.1

31 January 2020:

£m

Fair value per balance sheet

Cash held by subsidiary Limited Partnerships

Balances receivable from subsidiary Limited Partnerships

Co-investment incentive scheme accrual

Aggregated Company and subsidiary Limited Partnerships

Investments*

778.4

-

-

28.0

806.4

Cash

14.5

-

-

-

14.5

Other Net Liabilities

0.7

-

-

(28.0)

(27.3)

Net assets

793.6

-

-

-

793.6

* Investments at fair value per Company balance sheet or the Portfolio for aggregated Company and subsidiary Limited Partnerships

Portfolio Return on a Local Currency Basis represents the change in the valuation of the Company’s Portfolio, before the impact of currency movements and Co-investment scheme accrual. The Portfolio Return of 24.9% is calculated as follows:

£m

2021

2020

Income, gains and losses on investments

190.6

92.7

Foreign exchange gains and losses included in gains and losses on investments

(12.2)

13.8

Incentive accrual valuation movement

22.2

8.9

Total gains on Portfolio investments excluding impact of foreign exchange

200.6

115.4

Opening Portfolio valuation

806.4

694.8

Portfolio Return on a Local Currency Basis

24.9%

16.6%

Portfolio Company refers to an individual company in an investment portfolio.

Preferred Return is the preferential rate of return on an individual investment or a portfolio of investments, which is typically 8% per annum.

Premium occurs when the share price is higher than the NAV and investors would therefore be paying more than the value attributable to the shares by reference to the underlying assets.

Quoted Company is any company whose shares are listed or traded on a recognised stock exchange.

Realisation Proceeds are amounts received in respect of underlying realisation activity from the Portfolio and excludes any inflows from the sale of fund positions via the secondary market.

Realisations – Multiple to Cost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost.



£m

2021

2020

Cumulative Realisation Proceeds from Full Exits in the year

85.7

99.2

Cost

35.6

41.9

Average return Multiple to Cost

2.4x

2.4x

Realisations – Uplift to Carrying Value is the aggregate uplift on Full Exits from the Portfolio in the period excluding publicly listed companies that were exited via sell downs of their shares.



£m

2021

2020

Realisation Proceeds

78.0

73.5

Carrying value prior to exit

59.7

53.7

Realisation Uplift to Carrying Value

31%

37%

Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity.

Share Price Total Return is the change in the Company’s share price, assuming that dividends are re-invested on the day that they are paid.

Total New Investment is the total of direct Co-investment and fund investment Drawdowns in respect of the Portfolio. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements.

Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows:



£m

2021

2020

Per Cash flow statement
Purchase of Portfolio investments

86.1

95.4

Purchase of Portfolio investments within subsidiary investments

53.1

63.2

Total New Investment

139.2

158.6

Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or income such as interest or dividends. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows:



£m

2021

2020

Per Cash flow statement

Sale of portfolio investments

147.5

107.2

Sale of portfolio investments, interest received
and dividends received within subsidiary investments

55.1

34.5

Interest income

1.2

5.8

Dividend income

5.4

1.3

Total Proceeds

209.2

148.8

Fund Disposals

71.9

8.2

Realisation Proceeds

137.3

140.6

Total Return is a performance measure that assumes the notional re-investment of dividends. This is a measure commonly used by the listed private equity sector and listed companies in general.

The table below sets out the share price and the Net Asset Value per Share growth figures for periods of one, three, five and ten years to the balance sheet date on a Total Return basis.

Total Return performance in years to 31 January 2021

1 year

3 year

5 year

10 year

Net Asset Value per Share

+22.5%

+53.1%

+109.3%

+207.7%

Share Price

+2.8%

+27.6%

+101.8%

+290.3%

FTSE All-Share Index

-7.5%

-1.6%

+31.5%

+71.4%

The table below shows the breakdown of the 1 year Net Asset Value per Share Total Return:

Change in NAV (% of opening NAV)

2021

2020

Portfolio Return on a Local Currency Basis

24.9%

16.6%

Currency movements on the Portfolio

1.5%

(2.0%)

Portfolio return in sterling

26.4%

14.6%

Effect of cash drag

0.4%

(0.7%)

Impact of net portfolio movement on net asset value

26.8%

13.9%

Expenses and other income

(1.9%)

(1.7%)

Incentive accrual valuation movement

(2.8%)

(1.2%)

Increase in net asset value per share before buy backs

22.1%

11.0%

Impact of share buy backs & dividend reinvestment

0.4%

0.2%

Net Asset Value per Share Total Return

22.5%

11.2%

Undrawn Commitments are Commitments that have not yet been drawn down

Unquoted Company is any company whose shares are not listed or traded on a recognised stock exchange.

Valuation Multiples are earnings (EBITDA) or revenue multiples applied in valuing a business enterprise

Venture Capital refers to investing in companies at a point in that company’s life cycle that is either at the concept, start-up or early stage of development.

1 Alternative Performance Measure

2 In the Chair’s Statement, Manager’s Review and Supplementary Information, reference is made to the “Portfolio”. This is an APM.

3 PetSmart/Chewy, Telos, Allegro and Cognito were excluded from this analysis.

Attachment